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).
A significant portion of this course will involve seminars led by guest lecturers from American law firms and regulators. Accordingly, the seminar will include a combination of classes held in person on campus, virtually, and off-campus in downtown Toronto.
The post-WWII liberal world order visibly resembles a falling historic monument. More so is the post-Cold War optimism about open borders and erosion of nationalist sensibilities. International institutions, multilateral treaties, freedom of movement of goods, services and people, and the poster-children of globalization all are suffering. Across the globe, some potent, radical New Right movements continue to defeat already dismayed liberal internationalist sensibilities .
Is it all a backlash against internationalist elites and to be dismissed as populism? Is it a consequence of neoliberalism? Does it correspond to anti-intellectualism and a war against academic elites or scientific methods of producing knowledge? Did it come about in reaction to the overreach of international adjudication? Is it in fact about territory and sovereignty against aggressive transnationalisation? Is populism limited to the Right? What are various forms of populism and how are they different? Is constitutionalism a foolproof response to populism, or itself at fault for overreaching by excessive crystalisation of social demands into rights? Is the New Right a new ideology? Is it an intellectual or merely political movement or both?
In response to these questions, this course aims to investigate the intellectual progenitors of both the New Right and populism at the intersection of history, political theory, and international legal theory. We will study the old to learn not to overestimate the threat of the new; explore the theoretical roots of conservatism to discover if they have any familial ties to the New Right of our time; and inquire whether international law is in fact an innocent casualty of the populist and New Right movements across the globe.
This seminar will explore in depth the many ways in which modern computing systems — including the data they ingest, the decisions made by the folks who develop them, and their myriad and nearly ubiquitous applications — may enable, encourage, or prevent societal discrimination and surveillance capitalism of various types. Students will learn how algorithms and artificial intelligence (“AI”) systems work, how such algorithms and systems may provide differential treatment and/or outcomes for different populations, and how they may invade privacy and cause other harms to people. Students will also consider the potential legal/regulatory, technical, and social/policy interventions that could ameliorate the harms caused by such algorithms and systems and will weigh the advantages and disadvantaged of each.
At the end of the seminar, students should be able to (i) discuss with colleagues and others the positive and negative consequences of various current AI innovations, and (ii) suggest different approaches to address systemic bias and surveillance capitalism — including legal/regulatory or social/policy changes, as well as technical solutions — and explain why certain of these approaches might or might not work in specific circumstances.
This course asks students to consider the changing role of law (both domestic and international) in the context of globalization. It will include a critical consideration of the framework concept of ‘globalization’, as well as an examination of its implications both for the law of the state and law beyond the state. The course provides an introduction to emerging practices of transnational governance, both those generated by international institutions such as the WTO, the ILO or the World Bank, as well as the wide range of ‘informal’ norms generated by corporations and business networks, consulting and law firms, sectoral organizations, non-governmental organizations (NGOs), and expert communities – and by the interactions of some or all of these actors. The premise of the course is that the study of emerging transnational legal regimes needs to be contextualized within a broader understanding of political, social, cultural and economic transformations associated with globalization. To that end, the course will be organized as a series of modules utilizing a range of interdisciplinary materials and drawing on case studies in a number of key areas where global transformations are most acute and/or turbulent. Themes to be considered will include the changing role of the state, models of transnational governance including international economic institutions and networked governance, the expanding role of nonstate actors in these governance models, and the ways in which these changes differentially impact states in the North and the South.
The Comparative Labor Law & Policy Journal publishes peer reviewed scholarly works, book reviews, and recent development dispatches, focusing on comparative and international labour law issues. Students enrolled in this seminar may receive credit to the value of four credit hours each academic year and not more than eight credit hours in total. Students must enroll in the Journal for at least two semesters in order to earn credit. Meetings are generally held every other week throughout the fall and winter semesters.
Climate change and 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 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, 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 functions such as food production, land management, water and wastewater infrastructure, energy, and transportation. Students will have the opportunity to do their research in a relevant area.
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).
Was NATO’s military intervention in Libya legal? What about Afghanistan? Or the imprisonment of America’s detainees in Guantánamo Bay, Cuba? Is Russia’s military overrun of Ukraine lawful? What is the legal status of killing by drones? What happens to people who commit war crimes? What are the remedies for an illegal war? This seminar examines the international law governing war, including both questions of when war is legal (so-called ‘jus ad bellum’) and how even legal wars must be conducted (so-called ‘jus in bello’ or the laws and customs of war) and the relationship between the two types of law. It also examines the various judicial institutions that have jurisdiction over these issues, from the World Court, to the ad hoc tribunals (Yugoslavia, Rwanda, Sierra Leone), to national courts exercising ‘universal jurisdiction’ (Belgium, Canada), to the new International Criminal Court.
Case studies on the armed conflicts over Kosovo, in Afghanistan, Iraq and Libya, Ukraine, and between Israel and the Palestinians, provide the settings for concrete legal analysis and also for critical evaluation of the role of law in war.
This course is designed as an introductory survey of the field of international human rights law. We adopt a broad definition of international human rights law as denoting all aspects of international law that confer fundamental, universal, and inherent rights on individuals and groups of individuals. The course combines analysis of the theoretical underpinnings of the international human rights legal framework, alongside practical considerations, including the key mechanisms for protection, promotion, and enforcement of human rights law, and its interpretation and application in domestic law. In this course, we will attempt to understand the ever expanding, but constantly contested, role of international law in the promotion and protection of human and peoples’ rights in Canada and around the world.
The course content will be delivered in three main modules. Module 1 will provide an overview of the Foundations of international human rights law, including key concepts, historical development, and the international law framework in which it operates. Module 2 will move into how international human rights law operates in Practice: we will look at the various mechanisms and institutions that make up its basic architecture, review a selected sample of the rights it protects, and examine how all this informs the development, application, and interpretation of domestic law in Canada. We will also round out what we have learned so far with a consideration of some of the Criticisms that have been directed at the international human rights law system. Finally, Module 3 will explore various Special Topics in the field, applying the knowledge we have acquired to topics such as indigenous rights, climate change, and business and human rights, and also getting brief introductions to the related fields of refugee law, international humanitarian law, and international criminal law. Throughout, students will be encouraged to engage critically with the assumptions and norms underpinning this framework, and its place in the globalized 21st century.
The international human rights law system is vast, and the goal of the course is not to impart a comprehensive and intimate doctrinal familiarity with the entire field. Rather, the objective is for students to come away with a competent understanding of the basic landscape of the international human rights system, equipped with the tools and resources with which to navigate it, and the ability to identify and resolve questions relating to international human rights law when they arise, particularly with respect to the ways in which international human rights law can be used to inform and support human rights advocacy under the domestic Canadian legal system.
The class meets once a week in a 3-hour time slot. Guests may on occasion be beamed into the class using a classroom internet connection; certain classes may be scheduled to be fully remote on Zoom where a guest or guests cannot attend in person.
Globalization is both a material and conceptual process that acts on and through the law. This seminar critically positions questions of the ‘global’ in conversation with the idea of law, legality and legal thought. Taking a historical approach, we will investigate how legal institutions and concepts evolved, travelled, and were transplanted across the globe in response to specific economic and political events and pressures. Students will critically engage with the process of ‘globalization’ and the concept of “global law” to explore how power is distributed through law across both hegemonic and oppressed legal jurisdictions. With an eye towards social and liberation movements, we will explore the extent to which global, local and ‘glocal’ law can be relied on to advance—and restrict—emancipatory projects. We will contextualize the course’s historical approach to understanding global interconnectedness and ideas of justice with an examination of the most pressing challenges to the stability of the ‘rules-based international order’ today, including the turn to populism and nationalism across the world and the recent intensification of political and genocidal violence in the Middle East, Ukraine/Russia and elsewhere.