U.S. Securities Regulation in Comparative Perspective

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 on-going 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; ESG disclosure issues; 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).

ICT Colloquium

Climate disruption is attributable to historical and current day modes of production and consumption. Enduring solutions will require significant shifts in how modern societies are governed. Governance, in this context, is unlikely to succeed without attention to related priorities of sustainability, justice, and cohesion. Yet there is ample evidence that many leaders and institutions are unable or unwilling to address the challenge effectively.
 
This seminar explores legal and policy issues related to efforts to control the causes and respond to the impacts of climate disruption. It approaches the topic from an interdisciplinary perspective that considers law, science, politics, economics, and history. The seminar is also concerned with how these perspectives can support pragmatic strategies in different areas of law and policy and at different levels of decision-making.

The seminar has two thematic segments. The first segment will examine the historical, political, socio-economic, and scientific background within which the modern problem of climate disruption has arisen. This segment will also provide a broad survey of the major international legal regimes that have been developed to address the problem.  
 
The second segment will focus on analyzing legal and institutional barriers to pragmatic action towards forestalling climate disruption and mitigating its impact on society. Particular attention will be paid to core societal functions such as food production, land management, water and wastewater infrastructure, energy, and transportation and communications. Students will have the opportunity to do their research and planning in a relevant area.

Indigenous Perspectives and Realities

This course will introduce students to fundamentals of knowledge systems that inform  
Indigenous understandings of law, justice, governance and treaties.  It is intended to provide students with a deeper understanding and appreciation of the lived experience of Indigenous peoples in Canada.   This course is offered as an experiential education opportunity that will assist students in gaining familiarity, in a variety of contexts, with the diversity of Indigenous worldviews, ontologies and epistemologies that frame Indigenous reality.  The course will examine major political, educational, economic, legal, and cultural issues facing Indigenous peoples and communities in Canada in both present-day and historical contexts.  Course material will be drawn from the Truth and Reconciliation Commission, the Ipperwash Inquiry, the Royal Commission on Aboriginal Peoples, the United Nations Declaration on the Rights of Indigenous Peoples, and Murdered Missing Indigenous Women and Girls Inquiry; as well as other materials that provide insights into the contemporary reality of Indigenous peoples.
As the main goal of the course is for students to demonstrate a sound appreciation for the perspectives and realities of Indigenous peoples, students will learn directly from Indigenous peoples through guest speakers and assigned multi-media.  Students will be required to participate in land based  and experiential activities outside of the law school; there will be a remote option for students to fulfill these requirements remotely.   The course will be framed around the concept of ‘place’ (e.g., urban Toronto) and explore relationships to place from a variety of experiential perspectives (e.g., Indigenous, ally, settler Canadian, newcomer).

Labour and Employment Law and Policy Colloquium

Artificial Intelligence and management-by-algorithms are reshaping the modern world of work in industrialized and developing countries. This is exemplified by the rise of platform work in the so-called gig-economy but is spreading in every sector and affects both blue-collar and white-collar occupations. Besides the intuitive risks in terms of automation of jobs, this seminar will focus specifically on less-known challenges, including algorithmic discrimination, augmented work surveillance, privacy invasion, increase in non-standard forms of work, and disruption of collective rights. We will look at these challenges from an international and comparative standpoint. We will focus specifically on international labour law and developments concerning the International Labour Organization, and other regional and national developments at the European level to compare them with the Canadian legal landscape.

Comparative Law: Privacy & Access to Information

The subject of privacy in 21st century society raises questions in a number of inter-related disciplines, including law, philosophy, sociology, information technology, health care and political science. This seminar introduces and explores the subject of privacy and personal information protection as well as concepts related to data governance and management.

Classes are organized around discussions of current issues in privacy law and policy, based on lectures concerning Canadian and international privacy and data protection law as well as student reading assignments. While the course covers key conceptual foundations of privacy as found in the western legal tradition, some sessions will be spent examining the subject from critical perspectives, including group and feminist views on privacy and data protection.

Students’ participation is required and actively encouraged.

Climate Change Law

Climate disruption is attributable to historical and current day modes of production and consumption. Enduring solutions will require significant shifts in how modern societies are governed. Governance, in this context, is unlikely to succeed without attention to related priorities of sustainability, justice, and cohesion. Yet there is ample evidence that many leaders and institutions are unable or unwilling to address the challenge effectively.
 
This seminar explores legal and policy issues related to efforts to control the causes and respond to the impacts of climate disruption. It approaches the topic from an interdisciplinary perspective that considers law, science, politics, economics, and history. The seminar is also concerned with how these perspectives can support pragmatic strategies in different areas of law and policy and at different levels of decision-making.

The seminar has two thematic segments. The first segment will examine the historical, political, socio-economic, and scientific background within which the modern problem of climate disruption has arisen. This segment will also provide a broad survey of the major international legal regimes that have been developed to address the problem.  
 
The second segment will focus on analyzing legal and institutional barriers to pragmatic action towards forestalling climate disruption and mitigating its impact on society. Particular attention will be paid to core societal functions such as food production, land management, water and wastewater infrastructure, energy, and transportation and communications. Students will have the opportunity to do their research and planning in a relevant area.

Comparative Law: Comparative Constitutionalism

The seminar will initiate students into what comparative constitutional law as a field of study looks like; explore methodologies for comparison; identify constitutional borrowings, transplants and migrations; consider critical perspectives; examine relationships between constitutionalism and democracy; compare defining structures such as separation of powers and federalism across jurisdictions; study specific constitutional rights across jurisdictions with reference to their formal status at law, judicial definitions and the scope of government regulation; consider the structure and functions of constitutional courts, modes of judicial interpretation and the legitimacy of the function of judicial review; and track contemporary or emerging trends in the field. The seminar will survey a variety of jurisdictions including those of Canada, the United States, Somalia, and India.

Comparative Law: International & Comparative Labour Law

This course charts three significant shifts in international labour law that came about as part of the neoliberal market economy in the name of ‘flexibility of labour and production.’ First of all, labour law has been reduced into a moral obligation, declaration-based, promotional, and ‘soft law’ through labour codes of Global Supply Chains (GSCs), the GSP+ status of the European Union and the like. Secondly, labour lawyers and activists have started using the private law of torts and damages against GSCs to redress the labour grievances for violations of their labour codes. Third, instead of focusing on formal, organized labour, with ‘freedom of association’ and collective bargaining, the ILO, international donor agencies, and labour NGOs are increasingly focusing on informal labour, child labour, bonded labour, home-based workers, and other such marginalized sectors of labour.
These changes reflect a major shift in the theory and philosophy of international labour law. This course will attempt to explain and explore this significant shift through initially a historical and interdisciplinary journey through the development of the theory and philosophy of international labour law. The second and major part of the course will explore labour law during the era of neoliberal globalization by exploring debates around the ILO/WTO in the 1990s and third world states, U.S., trade unions, labour, and human rights NGOs. The reading will comprise critical labour literature and case law related to complaints against GSCs in international fora and local courts.

Chinese Law

Lawyers, whether working in business, regulation, policymaking, or advocacy, are increasingly likely to come into contact with issues related to China over the course of their careers.  Recent tensions, for example involving Huawei Technologies, trade bans on key exports, and the fight against COVID-19 are straining the Canada-China bilateral relationship.  This course serves as a foundation for such encounters and aims to expose students to more of what lawyering involves in such contexts.  It is an introductory course that addresses how aspects of the Chinese legal system shape China-Canada relations and inform the contemporary practice of law in Canada.  

In addition to being of interest to students who would like to learn more about China and Canada-China relations, the class is also relevant for students interested in international relations and the practice of law in the global context.

The course will begin with an overview of Canada-China legal relations and China’s contemporary legal system.  It will then examine the political, economic and social environment within which the Chinese legal system operates.  Topics covered will include recent diplomatic disputes and their implications for bilateral relations; foreign investor ownership of residential real estate in Canada; cooperation on global issues in areas such as climate change, health and safety (including COVID-19), Arctic sovereignty and food security; gender equality, including sex work and human trafficking; trade and competition issues; key debates in criminal law, including extradition; and current tensions between Hong Kong and mainland China.

Course materials will include readings (all available for download through Moodle), documentaries, and guest speakers with experience working in the sphere of Canada-China relations (via zoom).  

No prior knowledge of China or Chinese is required or expected for this course.
 
Please do not hesitate to reach out to the instructor (MBoittin@osgoode.yorku.ca) for any questions on the course.

Law, Society & State: Derivatives Law & Crypto Contracts

Derivatives products have exploded in the last 30 years from being used for important risk hedging in the institutional sector to large speculative trading.  We are now seeing a similar explosion of activity for retail investors particularly in the crypto trading area.
This is a two hour course that provides a history of the development of derivatives,  and overview and explanation of derivatives and derivatives regulation in Canada and internationally, including crypto assets and the regulation of crypto trading, from the perspective of a regulator. We will review the Ontario Securities Act, regulations and policies, as it relates to derivatives and also look at futures oversight under the Commodity Futures Act and have an in-depth discussion of the post financial meltdown derivatives regulatory reform.  We will also provide an introduction to documentation of OTC derivatives.
 
We will then examine blockchain technology and how it is used in crypto contracts and currencies, Defi, NFT’s, stablecoins, and staking. We will review the developing oversight regime for these products and participants in Canada and internationally.  We will discuss the gaps in regulation in this area and look at the Quadriga example to assess the risks involved in trading in these markets and the role of regulation to prevent further investor losses.
   
In a fast developing new area of the law this will provide students an up to date discussion that will be adjusted through the course to accommodate new developments, particularly as it relates to the oversight of the crypto markets.  We will also ask questions regarding these new volatile markets like: Is there anything underlying these assets?  Is this the present day version of tulip mania? Will crypto currencies be around for decades or will they be short term speculative investments that benefit some to the detriment of many?  Or are they the future that will replace sovereign currencies and provide cheaper sources of payment that will remove the costs associated with financial intermediation from Banks?  Who should invest in these products?  Who shouldn’t?
The goal is to have students leave the course with a solid grounding in derivatives, crypto and derivatives law.  We will use a multi media approach using a variety of related printed and online materials.  There will also be expert guest lecturers for some of these topics.