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).

Law & Psychiatry

This seminar provides an introduction to mental health law, legal policy and practice in both civil and criminal contexts.  One portion of the course focuses on the criminal justice system and mental health: fitness assessments, findings of “not criminally responsible”, Ontario Review Board dispositions, and mental health courts. The civil law portion of the course covers civil mental health detention, mandatory community treatment, as well as the law of treatment capacity and substitute decision-making. Additional topics may include: financial capacity and powers of attorney, guardianship of property and personal care, elder law, capacity to instruct counsel, ethical responsibilities of counsel when representing clients with mental health or capacity issues, criminalization of persons with mental illness, use of seclusion and restraint, sexual expression within institutional settings, occupational health and safety issues in the psychiatric facilities or long-term care homes, and the use of psychiatric expert evidence in legal proceedings (risk assessments).

Typical seminars will cover substantive law and statutory provisions, as well as policy issues and examples of practice applications. Students are expected to actively participate via class discussion and a class presentation. Guest speakers will provide unique perspectives on several topics.

Law, Society & State: Clean Energy Technology

This course focuses on the laws and policies pertaining to clean energy technologies in Canada and what changes are needed, if any, to enable these technologies to significantly grow and expand in an effort to better address climate change. We begin with a review of various technologies — including electricity from solar, wind and geothermal; and heating/cooling from waste processing, wastewater processing, sewer systems, and district energy systems. Students will then choose a clean energy technology to research and develop throughout the next segment of the course which is focused on whether and how the production, transmission, and distribution of these energy sources should be regulated and financed in Canada, as compared to existing frameworks for conventional oil and gas, as well as hydro and nuclear. We consider the roles that federal, provincial and local governments can and should play in this process in light of international, constitutional, and administrative regulatory frameworks. Moreover, we assess policy tools -– such as clean energy credits, cap-and-trade, carbon taxes, externality disclosure policies, energy retrofit programs, green building initiatives, and loan loss reserve funds — that help promote clean energy by making non-renewable sources more costly. Students will apply their knowledge gained throughout the course to the particular clean energy technology that they selected earlier and then will prepare and provide an in-class presentation and written research paper on the strategy that they have developed to enable their selected technology to succeed. Classes will include lectures, expert guest speakers, discussions, and student presentations.

Legal Values: Copyright Policy in the Making

The development of digital and network technologies has posed both opportunities and challenges for creators, publishers, and users of intellectual works. For the most part, copyright law has evolved to address these challenges by extending to embrace new media. But
how well do traditional copyright principles and doctrine, developed in the heyday of the printing press, apply in the digital era when works can be created, shared, and transformed more easily than ever before? What considerations should be brought to bear by policymakers as they respond to urgent calls for copyright to “catch up.”

The objective of this seminar is to examine some of the key copyright policy questions currently before Canada’s Federal Government Departments of Innovation, Science and Economic Development (ISED) and Canadian Heritage. The seminar exposes students to the complicated process of crafting public policy and proposing law reform, and is uniquely designed to build on (and perhaps even feed into) ongoing public consultations on amendments to Canada’s Copyright Act. Students will tackle issues such as Technological Neutrality and the Copyright Balance; Authorship and Artificial Intelligence; Reproduction for Informational Analysis (Text & Data Mining); Digital Locks and the Right of Repair; Intermediary Liability and Website-blocking; the Regulation of Digital News Intermediaries; Non-Fungible-Tokens and Digital Art; User-Generated Content and Fair Dealing; Controlled Digital Lending and e-Books; Crown Copyright; and Copyright Term Extension. We will critically examine recent policy reports, bills,
statutory amendments, treaties, and case law, as well as emerging industry and consumer practices, stakeholder demands, and the political dynamics of the copyright lawmaking scene. Copyright policy implicates, in addition to the letter and spirit of Canada’s Copyright Act, issues of constitutional law and fundamental rights, international and comparative law, and socio-legal theory.

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 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 societal functions such as food production, land management, water and wastewater infrastructure, energy, transportation, and communications. Students will have the opportunity to do their research in a relevant area.

Legal Values: Prison Law, Policy & Reform

This 3-credit seminar will utilize a multisectoral approach to encourage critical thinking with a view of challenging preconceived notions about what prison is and why it exists. It is designed to provide students with not only a basis to understand the theories underlying the carceral state, but also the practical skills necessary to navigate prison law and advocate on behalf of those on the inside.

Students will hear from and engage in discussion with prisoners, legal practitioners, prison officials, and academics with expertise in (de)carceration. Readings, videos, and audio recordings will also be used to learn about the history and ideology behind prisons and punishment in Canada.

This seminar will examine the legislation that empowers governments to create and maintain prison systems (i.e. the Corrections and Conditional Release Act and the Correctional Services Transformation Act), as well as the regulations, directives and policies which guide the day-to-day operations. It will also review jurisprudence from all levels of court on issues such as:
·        solitary confinement;
·        prisoners’ right to vote;
·        habeas corpus remedies;
·        tort actions and civil litigation against correctional officials;
·        international prisoner transfers;
·        conditional release;
·        prison abolition; and
·        labour (union) organizing among prisoner populations.

Independent audits, coroner’s inquests, and other inquiries into jails and prisons will also feature prominently.

Legal Values: Rise of Environmental, Social & Governance Expectations in Business

Society faces complex global challenges—climate change and environmental degradation, social and financial inequality, digital and data security concerns. More than ever before, business is being called upon by multiple stakeholders to be part of the solution to these challenges. The rise of stakeholder capitalism including heightened ESG (Environmental, Social and Governance) expectations is one of the most profound changes for business and its
legal construct that has occurred in decades. Whether business strategy has an opportunity to contribute meaningfully to societal solutions depends in large part on the legal, policy and regulatory framework that is constructed.

In this course, we will examine the evolving legal construct of stakeholder capitalism and develop an understanding of the components of ESG: the E (Environmental); the S (Social); and the G (Governance). We will look in turn at the major legal issues and opportunities that come from these potentially profound changes to business including:

• measurement, disclosure and transparency of corporations,
• the advent of ESG products,
• legal and reputational risk management by major brands,
• burgeoning litigation claims,
• the role of and levers of policy makers, NGOs and regulators both at home and globally, and
• the expectations of multiple stakeholders including employees, consumers, shareholders and the community including Indigenous communities.

To do so, we will invite business and practitioner speakers to supplement the readings and legal teaching with the practical insights of those “on the ground” in this fast-developing space.

There is no doubt that the rise of ESG is changing the needed toolkit of lawyers across multiple disciplines and creating new legal fields and innovative areas of expertise. Combining legal theory with exposure to practical application, the course will assist students to develop the necessary tools to advise on legal issues involving ESG and to prepare for the new career opportunities that are arising.

Regulatory Offences

In this seminar students will learn the substantive and procedural aspects of regulatory offences, or public welfare or quasi-criminal offences as they are sometimes called. The course has a practical focus, examining matters that arise before courts, administrative tribunals, regulators and law enforcement agencies. Seminar topics will include: the classification of regulatory offences, evidence gathering techniques, the application of the Charter of Rights, and the unique nature of strict liability prosecutions, including the operation of the due diligence defence. Sentencing considerations and proposals for reform will be canvassed as well.

Law, Society & State: Derivatives Law & Crypto Contracts

Introduction course – 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 weekly seminar 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 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 regimes for these products and participants in Canada and internationally.  We will discuss the gaps in regulation in this area and look at the Canadian Quadriga and the FTX collapse examples 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 and crypto trading and the related areas of 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.

Law, Society & State: Charities & Not-for-profit

This seminar explores the legal treatment of charitable and not-for-profit organizations. Charities and not-for-profits are the organizational forms through which social impact is pursued outside (and sometimes alongside) of government, politics and the marketplace of exchange. Charity in the legal sense means the private pursuit of public benefit. It includes such diverse things as
poverty relief, human rights, education, religion, scholarships, environmental protection, animal welfare, the arts, health care and many other pursuits of public benefit. Charity law supplies the legal infrastructure through which such pursuits are voluntarily carried out by private actors. The seminar will explore how the law defines, regulates and promotes charity. It will also explore the justifications for the liberal state’s choice to incentivize and promote through charitable status certain conceptions of the good but not others.