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 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 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.
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.
In a world of cross-border communication, trade and travel, crossborder disputes arise in every field of private law. A good understanding of the subject is vital for most careers in legal practice and scholarship and it provides an important foundation for the study of other international law subjects. Once based on arcane principles and complex doctrines, the conflict of laws has changed dramatically over the years to facilitate the flow of products, wealth and skills across borders and to ensure that disputes with connections to other provinces and countries are resolved fairly.
This course provides a solid grounding on the basic questions of whether a court has authority to decide a dispute and whether it should exercise that authority; what effect the court should give to the judgments of courts in other provinces or countries; and which law a court should apply to determine the issues in dispute. Also considered are the particular rules that have been developed for key areas of private law.
The rules applied by Canadian common law courts are compared with the rules applied in other common law countries — the United States, Québec, and Europe. This course also addresses the special rules that apply in federal and regional systems.