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).
This special seminar will highlight selected topical issues at the intersection of law and business. It is designed to integrate the legal and business dimensions of the Joint JD/MBA Program through an exploration of contemporary challenges and developments in both fields. To enrich these discussions, some sessions may feature guest lectures by professionals in the fields of law and business. Seminar participants are expected to complete an in-depth research essay, present their research to the class, and provide constructive commentary on the work of their peers. Classes will be highly participatory, emphasizing discussion and practical application rather than a purely lecture-based format. Students are expected to come prepared for each session and contribute actively to discussions. Some assignments and course components may consist of video recordings and/or may be conducted online. The above information is provided for course registration purposes only and is subject to change at any time.
Transnational corporations (TNCs) are powerful economic and even political actors that operate across the globe in every imaginable industry including oil and mining, textiles, finance, technology, and even private military and security forces and prisons. This course focuses on the ways that TNCs (through their employees, contractors, and affiliates) commit physical, financial, and environmental harm against natural persons (particularly in developing countries) and how the law attempts to prevent and respond to that harm. We trace the law around TNCs from its colonial roots through the industrial revolution and into the contemporary era of globalization. We cover sources of domestic and international law that touch on TNCs with a view to sustainable solutions around, for instance, modern slavery, forced labour, child labour, Indigenous property rights, natural resource contamination, and climate change.
The seminar will begin with an introduction to corporate theory. Students will then explore some of the key issues in the debate. For example, whether transnational corporations can properly be included under the international law of state responsibility; mechanisms for self-regulation (e.g. voluntary corporate codes of conduct); the utility of the U.S. Alien Tort Statute and recent Canadian litigation; the advantages and disadvantages of U.N. initiatives (e.g. the work of the former U.N. Special Representative on Business and Human Rights); and the relevance of domestic corporate and securities law mechanisms (e.g. shareholder proposals and social disclosure).
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.
Regional economic integration organizations are an essential part of the international institutional architecture outside the United Nations system and key elements of international economic governance. They aim to eliminate tariff and non-tariff barriers to trade, ease the movement of labour and capital across jurisdictions, and contribute to overall regional economic development. The non-economic spillover effects of their operations include contributions to regional peace, stability and harmonious co-existence among states, the protection of human rights, advancing the rule of law, and fostering socio-cultural exchange. Taking a comparative approach, this course focuses on regional economic integration organizations in Africa, Asia, the Caribbean, Europe, and Latin America, namely the East African Community, the Economic Community of West African States, the Association of Southeast Asian Nations, the Caribbean Community, the European Union, and the Southern Common Market. It compares and analyzes these selected regional economic integration organizations from a predominantly legal standpoint. In doing so, the course examines their international law foundations, institutional frameworks, mechanisms for integrating their laws into member states’ legal systems, regimes on trade in goods and services and related issues such as tariffs and non-tariff barriers to trade, and dispute settlement mechanisms and jurisprudence. Students will develop competence and facility over several regional economic integration organization treaties and sharpen their analytical, reasoning, critical reading and communication skills through this course.
Course will cover the payment and financing of international business transactions with particular attention to the sale of goods. With various degrees of emphasis, coverage will consist of:
● Brief introduction to basic conflict of laws rules governing international commercial transactions
● Introduction to international commercial banking (deposit taking, bank and customer relationship, foreign currency and cross-border payment obligations and bank deposits; correspondent banking; foreign currency risks);
● International payments by wire;
● Principal aspects of the law governing documentary sales in international trade: delivery, passage of property and risk);
● From paper to Electronic and functional equivalence of electronic documents.
● Selected aspect pertaining to negotiable instruments as payment and credit instruments in international trade; and
● Payment and financing international trade transactions: documentary collections and letters of credit (and related banking instruments).
Course is appropriate to both second and third year students—there are neither prerequisites nor co-requisites.
While the focus of the course is payment and financing of international trade, this may be the only course offered on the JD level introducing students to the foundations of banking law needed for both domestic and international business transactions. It may also be the only course introducing students to transport documents (such as bills of lading) and their use in international transactions as well as the law that governs international transactions.
At the instructor’s discretion final mark may be adjusted by half a mark (or in extreme cases full mark) that may be taken away or added for class participation (including attendance — as well as leading class discussion as assigned in advance). Classes will be recorded – per the usual policy of the Law School.
This course provides students with an in-depth understanding of the international tax landscape, focusing on the interaction between the Canadian Income Tax Act and the global tax regime, in order to enhance their issue spotting and problem-solving skills when crafting international tax structures. The globalization of trade and investment flows as well as technological advances have created a borderless world which has profoundly affected income tax structuring for both individuals and Canadian corporations. Students will explore cross-border (USA) and offshore tax issues that are critical for Canadians engaged in global activities. The curriculum covers both domestic tax law and international tax rules and treaties, focusing on the various principles that are key for Offshore and Cross Border business structuring, such as Central Management and Control, Foreign Accrual Property Income (FAPI), Excessive interest and financing expenses limitation rules (EIFEL), the General Anti-Avoidance Rule (GAAR), revenue shifting and transfer pricing, the American Global Intangible Low Taxed Income rules (GILTI), international tax treaties, Organization for Economic Cooperation and Development (OECD) rules, Web3 and Metaverse related tax issues and more.
This course provides students with perspectives into corporate social responsibility both as a governing mechanism for businesses as well as a form of business practice. The course will examine the theoretical paradigms surrounding the corporate objective and corporate accountability, international movements in corporate social responsibility led by organizations such as the OECD and the UN, as well as the legal frameworks in human rights protection and corporate risk management. The course will devote a significant proportion of time to the role of corporations in human rights and furthering social welfare and will discuss key critical perspectives on other social rights, including labour and the environment. This course will challenge students into viewing the role and responsibility of the corporation from perspectives beyond the traditional paradigm of shareholder primacy and is well placed to complement traditional corporate law and regulation courses as well as courses in international law.
As the preferred means of resolving international commercial disputes, arbitration embodies the pursuit of excellence in dispute resolution. This course examines the theory and practice of international commercial arbitration from its foundation in the New York Convention and the parties’ agreement to the way that efficiency and fairness are achieved through innovation across the legal traditions. We look at arbitration from delivery of the notice of arbitration through constitution of the tribunal and design of the arbitral process on to the hearing, the award and recourse against it. Through a combination of lectures and discussions, guest presentations, and exercises based on mock scenarios, you will gain insight into a growing area of practice in Canada that is critical to the functioning of the world economy.
This introductory course surveys the laws of international trade regulation from a Canadian perspective. The course focuses on the public international law and domestic public law regimes regulating the conduct of international trade to and from Canada, with a particular focus on the multilateral World Trade Organization (WTO) and the General Agreement on Tariffs and Trade (GATT). An additional focus will be on some of the many preferential trade agreements relevant to the international trade of Canada such as the Canada-US-Mexico Agreement (CUSMA, renegotiation of the NAFTA), the Trans-Pacific Partnership (CPTPP), and the Canada-European Union Comprehensive Economic and Trade Agreement (CETA). Finally, this fall’s course will consider the nature of international trade regulation in a time of assertive unilateralism, including for reasons of national security and economic strategy, especially associated with the second Trump administration in the United States.
The course has an express objective of providing all students with an introduction to some basic policy aspects of international trade regulation drawn from economic theory, international relations theory, and international legal theory. No background is expected of students in terms of prior legal or other disciplinary knowledge (such as economics), just an interest in learning about some relevant policy tools from other disciplines.
Particular subjects for discussion include: the relation of international law to national laws of trade regulation; WTO/GATT treaties and institutions; preferential trade agreements such as the Canada-US-Mexico Agreement; trade in goods; trade remedy law such as antidumping duties; trade in services; trade and intellectual property; trade and investment. This course will also discuss important themes of contemporary international economic relations including the relation of trade to matters of national security and economic sanctions, and the relation of trade to social regulation, such as environmental or labour regulation.