This seminar will provide an overview of U.S. securities regulation, with the goal of developing students’ understanding of the regulation of the U.S. capital markets from both a doctrinal and policy perspective, and understanding differences and similarities with Canadian market regulation and their respective
regulatory structures and approaches.
Particular emphasis will be put on current regulatory issues, such as enforcement approaches,
perspectives and initiatives and the relationship between securities law and corporate law. The Sarbanes-Oxley reforms of 2002; regulators’ responses to, and regulatory initiatives introduced in light of, the credit crisis in 2007-2008; concerns about the continuing global competitiveness of the U.S. securities markets; as well as the theme of increasing international cooperation and coordination in regulatory policy making will also be explored.
Topics to be covered include a history of American securities regulation; principles of materiality and ongoing disclosure; the regulation of the public offering process; the prospectus system and exemptions
from public offering requirements; mergers and acquisitions; the increasing role of shareholder activism, proxy battles and governance oversight; key players in the American enforcement environment; insider trading, manipulation and foreign corruption; debates over securities class actions under Section 10(b)
and Rule 10b-5 of the ’34 Act; new and emerging issues, such as cryptocurrency and the role of public markets; and international cooperation and derivatives. Reading materials will combine theory (law review articles, reports of blue-ribbon commissions) with practice (statutory materials applied to problems distributed in advance).
The purpose of the seminar is to step back from the substantive context of tax law to examine the procedures and skills involved in working as a tax lawyer in various settings, whether in tax planning or tax controversy. It is structured around topics that are central to the practice of tax and focuses on the progression of a tax dispute from the planning stages through to litigation. It reviews key features of the audit, assessment, and appeals processes, with an emphasis on early resolution. Through the use of a case study, students will also learn about the basic structure of a tax appeal and gain familiarity with the procedures for litigating the appeal, from the perspective of the Crown and the taxpayer.
This seminar focuses, at an advanced level, on contemporary debates in corporate governance, particularly in light of recent North American and international developments. Particular attention is paid to how these developments are situated both within theories of
corporate governance and within the history of the development of corporate governance laws and norms in Canada and internationally. Among the subjects considered are: (1) the purpose and theory of the corporation and a re-evaluation of the divorce of corporate control
from ownership; (2) the duties and responsibilities of directors and officers; (3) the role and responsibilities of institutional investors including private equity and hedge funds, and proxy advisory firms; (4) the move from shareholder capitalism towards stakeholder governance and the interests of constituents such as employees, consumers and the environment; (5) ESG and anti-ESG issues including diversity on boards, human rights issues in supply chain management and climate change; (6) TRC #92 and economic reconciliation with Indigenous communities; (7) the effect of emerging technologies such as AI and blockchain and cybersecurity issues on corporate
governance practices; and (8) comparative corporate governance and ongoing reforms at national and international levels.
No prior background in bankruptcy or insolvency law is required. The course is designed to be accessible and relevant to students regardless of their intended area of practice. In addition to students considering practice in insolvency, corporate law, or litigation, the course may be of interest to students focused on public policy, governance, financial regulation, or complex dispute resolution.
This seminar examines the most challenging and interesting legal, strategic, and policy issues that arise in Canadian corporate insolvency and restructuring proceedings. The primary focus will be on reorganizations under the Companies’ Creditors Arrangement Act (CCAA), with reference to select provisions of the Bankruptcy and Insolvency Act (BIA) and to cross-border proceedings involving Chapter 11 of the U.S. Bankruptcy Code. Topics covered will include debtor-in-possession financing, novel orders such as reverse vesting orders (RVOs), springing vesting orders, broad third-party releases, litigation funding approvals, interim distributions, and ‘closing without plan’ structures, jurisdictional and judicial authority questions, governance challenges during restructuring, professional compensation and conflicts, post-plan implementation issues, and cross-border coordination of insolvency proceedings. We will also consider emerging asset classes and challenges for insolvency from, for example, cryptocurrency, AI, and digital assets.
The course will incorporate recent case law, statutory materials, academic commentary, and problem-based exercises. Guest speakers, including leading international practitioners and scholars who have published recent books on emerging insolvency issues, will participate in select sessions by zoom. Students will engage with both the practical and theoretical dimensions of corporate financial distress, examining the perspectives of multiple stakeholders involved in the restructuring process.
This advanced seminar deals with current issues in the policy and practice of securities regulation in Canada, although issues such as convergence with international regulatory norms will be canvassed throughout. The seminar will begin with a discussion of philosophies of securities regulation and the role of various types of investors in the changing markets. Specific seminar sessions will focus on issues currently being addressed and debated by regulators and academics in Ontario and elsewhere including: the emerging regulation of crypto and digital assets; the role of securities regulators in facilitating innovation; institutional design of securities regulation in Canada and comparative perspectives here; the rise of private markets for capital; regulation of financial services providers; approaches to enforcement of securities law norms (including the response to fraud) and the role of litigation and dispute resolution in addressing market problems
This seminar is about international monetary law and policy. It gives students a grounding in legal and policy issues arising from the operation of the international financial system. It falls within wider fields of international economic law, public international law, financial regulation, and the political economy of law. A substantive focus is on the role of relevant institutions, especially the International Monetary Fund.
The seminar will begin with sessions on the history, economics, and politics of the international financial system, examining concepts such as money, the balance of payments, international transfers, reserve currencies and other assets, rules and discretion and their relationship to power dynamics, the design of soft law, and sovereignty. It then turns to the evolution of the IMF and its Articles of Agreement, its regulation of the current and capital accounts of national economies, and the IMF’s relationship to other institutions such as national governments/ central banks, regional institutions, and private banks/ hedge funds.
The content will evolve in an effort to capture current developments in relationships among states, international institutions, and financial and other economic actors. In previous years, for instance, we examined sovereign debt, offshoring and tax havens, government responses to the 2008-2009 financial crisis, and the causes and evolving risks of financial instability. Time is afforded for critiques and discussion of possible reforms. Students have opportunities to develop their analytical, presentation, and research/ writing skills, in particular. Given the current instability and conflict within the international financial system, this year students may be offered a dedicated research topic on which to write and report back to the class with a view to helping us understand current issues and the perspectives and strategies of different actors.
This is a four hour course that attempts foundational and detailed coverage of the Ontario Securities Act, with the goals of both ensuring good understanding of the most important requirements of securities law, as well as the underlying policy objectives that those rules are intended to achieve. There will be reference to other provincial or international regulation where appropriate for comparison. Included in the detailed coverage are the definitions of key securities regulatory concepts such as “security”, “trade”, and “distribution”; requirements for primary and secondary distribution of securities; prospectus disclosure; exemptions and resale rules as well as recent changes here; continuous and timely disclosure obligations with particular reference to prohibitions on insider trading; mergers and acquisitions with particular reference to takeover bid legislation; primary and secondary market civil liability; enforcement law and policy.
This is not an accounting course. Neither is it a course singularly concerned with public finance. While income tax law is unavoidably concerned with public finance and tax accounting, there is so much more to it. The determinations of what is “income”, who is a “taxpayer”, which taxpayers pay which rates of income tax and the scope of tax deductions / credits carry profound socioeconomic implications. This course provides an introductory survey of income tax taking up the policy and technical dimensions of income tax with a central emphasis on the taxation of individuals. The course imparts knowledge relevant to core income tax concepts, financial literacy, recurring political debates (which often involve questions of taxation) and strategies for working within a complex statute.
The material for this course will be delivered in an lecture format. All assigned readings will be supplemented by detailed PowerPoint materials. These materials are not cryptic bullet point summaries of the readings. Instead, they are carefully prepared to bring greater context, organization and coherent explanation to assigned readings. All PowerPoint materials follow a disciplined, consistent and orderly format, breaking materials down by topic and sub-topic. The verbally delivered lecture content tracks very closely with the PowerPoint materials, adding further explanation, context and debate to these materials. If students scrutinize the readings, digest the supplementary PowerPoint materials and participate in lectures, they will be equipped to succeed in the course.
This course examines the federal income tax treatment of resident corporations and their shareholders. It also deals, to a limited extent, with the income tax treatment of partnerships and their members. It considers the basic income tax concerns of business enterprises: the decision to incorporate; considerations when capitalizing a corporation; the use of professional, personal services, and executive management corporations; the small business deduction and associated companies; remuneration of the owner manager; transferring assets to a corporation; statutory amalgamations, arrangements, and continuations; liquidations; and demergers and reorganizations of capital.
The above “technical” issues will be discussed , the course will provide students with the legislative framework and fundamental principles and concepts. The technical rules may appear “mechanical”, but they have an underlying logic. At the end of the course, students are expected to appreciate the nuanced relationship between income tax law, corporate law and financial accounting and why tax law respects the corporate form in some circumstances and effectively “disregards” the corporate form in other circumstances. The ultimate objective of this course is to help students learn how to learn.
This course explores the legal protection of ‘trade identity’ afforded by the common law and intellectual property rights over signs that indicate the source of goods or services. The course offers students the opportunity to learn about the laws that protect the logos and brands that make up such an essential feature of today’s consumer culture, modern marketing practices, and the creation of commercial value. The focus is on the federal Trademarks Act and its impact on private rights to regulate trademark use and unfair competitive practices. This will include analysis of newly enacted statutory reforms. Topics to be examined include the common law action for passing off, the criteria for trademark registration, the basis for opposing an application or expunging a registration, trademark distinctiveness, use and infringement.
As well as familiarising students with the substantive law in the area, the course seeks to assess trademark law from the point of view of its normative justifications and policy objectives. We will inquire into the basis of the rights protected and their appropriate limits, and examine the law in light of the various interests at stake, from the entrepreneur’s interest in preventing ‘free-riding’ to the competitor’s interest in free competition, and from the consumer’s interest in avoiding confusion to the public’s interest in full information and free expression.
Objectives: By the end of the course, students will be familiar with the fundamentals of Canadian trademark law, including the common law tort of passing off and the main provisions of the Trade-marks Act. Students will also be able to explain and critically assess the principles, policies and practicalities that shape this area of law.
As such, students successfully completing this course will be able to:
– Address any problem in Canadian trade-mark law relating to ownership, validity, rights, infringment and defences;
– Identify, understand and explain the key provisions of Canada’s Trade-mark Act and judicial efforts to interpret and apply them;
– Recognize the main policy issues that underlie and animate trade-mark law and, in light of those issues, comment critically on case law and legislation;
– Understand and evaluate various justifications for the protection of trade-marks and other distinctive indicia, and recognize and describe the connection between these justifications and the evolution of the law.