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 regulatory initiatives introduced in light of the credit crisis in 2007-2008; the effects of the Sarbanes-Oxley reforms of 2002, and concerns about the continuing global competitiveness of the U.S. securities markets; the developing role of shareholder activism; and trends in enforcement and class action litigation. Topics to be covered include the regulation of the public offering process, exemptions from public offering requirements; primary and secondary distributions; regulation of the trading markets; on-going disclosure requirements; debates over securities class actions under Section 10(b) and Rule 10b-5 of the ’34 Act; and insider trading. Reading materials will combine theory (law review articles, reports of blue-ribbon commissions) with practice (statutory materials applied to problems distributed in advance).

Legal Values: Copyright Policy in the Making

This seminar is the result of an innovative collaboration between the Federal Government (the Departments of Canadian Heritage and Innovation, Science and Economic Development) and several Canadian law schools (including Osgoode, University of Toronto, Ottawa, McGill, and Universite de Montreal). The seminar exposes law students to the process of crafting public policy and proposing law reform, and is uniquely designed to feed into ongoing public consultations on potential amendments to the Canada’s Copyright Act. Students from each of the participating law schools will research and prepare a policy report on one topic to be selected from several live themes identified in the Heritage and Industry parliamentary reviews and subsequent Consultation Papers. The seminar will culminate in a Grand Oral (to be held in Ottawa or online, TBD) where teams representing each of the participating law schools will present their final Memorandum to Cabinet before a panel of experts and officials (e.g., senior policy analysts, academics, various stakeholders from the industry, and decision makers). This is a unique opportunity for students to hone and showcase their research abilities, policy analysis, and oral presentation skills. Students will have access to a community of professionals and policy specialists in developing and presenting their own views and recommendations on important current issues in Canadian copyright law.

Students will convene in weekly 2-hour seminars over course of the semester. In addition to covering the fundamentals of the selected policy themes, class time will include team preparation of the investigation topic, and hands-on instruction and feedback on drafting and presenting policy briefs. Two joint sessions will be co-taught by Canadian government officials on an introduction to policy development, drafting, and briefing in the context of Canadian copyright law.

Land Development & Commercial Real Estate Problems

The seminar deals with a broad range of subject matter within the context of land development and commercial real estate. Its focus is on developing problem-solving techniques to deal with the issues raised by the subject matter. The areas covered by the seminar include planning and land use control issues related to subdivisions and urban developments, commercial real estate including a discussion of various business entities used in real estate transactions such as limited partnerships, joint ventures and co-tenancies; current problems respecting condominiums; a discussion of institutional and secondary financing, consideration of ground leasing techniques; mixed use developments, public-private partnerships and commercial leases, and the negotiation of agreements of purchase and sale.

Occupational Health & Safety

The COVID-19 pandemic put occupational health and safety (OHS) back into the headlines.  At the height of the crisis we read about ‘essential workers’ who were put in positions where they were likely to experience increased risk of exposure, but who did not feel their employers provided adequate protections, whether through the provision of personal protective equipment or barriers, or through measure in insure social distancing was maintained. These challenging conditions put our OHS regime through a stress test and revealed both strengths and weaknesses.  
 
Concern with OHS of course is hardly new and not confined to pandemics.  In 2019, the last year for which we have national statistics, Canadian workers’ compensation boards accepted around 270,000 lost-time injuries and illnesses and 925 work-related fatalities.  For reasons we will discuss, these figures under-estimate the toll that work takes on workers’ lives and health, but it is also likely the case that work is less hazardous now than it has been in the past.  

In this seminar we will explore how occupational health and safety regulation has contributed to improvements, where they have been made, but also the ways in which regulation still fails to all protect workers.
 
We focus on legal and policy dimensions of regulating hazardous working conditions.  The nature of the subject matter lends itself to a multidisciplinary approach, including economic, scientific and sociological perspectives, which are considered, as appropriate, throughout the course.

Topics to be examined may include: (1) the human cost of work-related disability; (2) theoretical perspectives on occupational health and safety regulation; (3) historical development of OHS regulation in Canada; (4) current dimensions of work-related injury, disease and fatality, and problems with existing statistics; (5) overview of the internal responsibility system mandated by statute, including worker rights to know, to be consulted and to refuse unsafe work; (6) the role of external enforcement including the powers of inspectors; (7)prosecuting and defending regulatory offences under the OHS Act; (8) the role of criminal sanctions; (9) comparative perspectives; (10) current law reform initiatives.  Of course, we will also consider the special circumstances of OHS regulation in the context of the COVID-19 pandemic.

The seminar will be taught on Zoom, however, opportunities for in-person class meetings at times when there are no regularly scheduled courses have been set aside.  More details on how we will combine Zoom teaching and in-person meetings will be available at the beginning of the semester.  However, students will have the option of attending in-person meetings virtually.

Regulation of the Canadian Cannabis Industry

This seminar focuses on the regulation of the Canadian cannabis industry. We will consider the policy considerations that have contributed to the development of the medicinal and recreational cannabis regulatory regime and examine the legal impact this regime has had and will have on industry participants and the Canadian public generally.  Among the topics considered are: (i) the history and policy goals of the legalization and decriminalization of cannabis; (ii) the regulation of the industry and the market in the United States and internationally; (iii) the Canadian regulatory regime for medicinal and recreational cannabis; (iv) the regulation of edible, concentrate and topical cannabis products in Canada; (v) the provincial patchwork approach to the regulation of distribution of cannabis and the impact on the market; (vi) Indigenous communities considerations; (vii) equity and debt financing by industry participants; (viii) the regulation of branding, packaging and promotion of cannabis products; (ix) insolvency and creditor realization issues specific to the cannabis industry; (x) employment and workplace safety issues; and (xi) the impact of legalization on international affairs, such as United States customs and border policies, international trade and compliance with international treaties.

Intensive Legal Research & Writing

This intensive seminar provides students with the opportunity to refresh and update their research and writing skills. Skills reviewed will include the analysis, citation and presentation of authorities; and standard research techniques, tools, and concepts, such as noting-up, controlled subject vocabularies, digests, and boolean searching. We will review the formats and media used to publish legal information, including web sites, print, and microforms. Additional topics covered will include the publishing and record-keeping practices of the major decision-makers, rule-makers, lobbyists, interest groups, etc.; the publishing and business activities of the significant commercial and non-profit disseminators of information and libraries; and the institutionalization of research activity in law firms, government and academia.

Refugee Law

Refugee protection is in a perpetual state of crisis, both domestically and abroad. Many refugee law practitioners and scholars argue that states are retrenching from their duty to provide refugees with the protection to which they are entitled under international law. At the same time, some government actors, media figures and civil society groups contend that existing refugee determination processes are excessively generous and are subject to widespread “abuse” by economically motivated migrants. Still others suggest that refugee protection regimes either distract from or help reinforce a deeper problematic: control over migration that serves to entrench global disparities in income, wealth and security.

This course offers students an opportunity to engage critically with these and other debates over refugee law at the level of theory, policy and practice. This critical engagement will occur through a collaborative examination of refugee law instruments, institutions and jurisprudence in international and domestic forums, with a heavy emphasis on Canada.  

The course will be offered through live lectures and class discussions. The course will also include several weeks of student-led teaching in the second half of the term. There will be two written assignments. This course requires consistent and active student participation throughout the term, including participation in evaluated group work. There is no final exam or final paper. The course, including all evaluated work, will be complete by April 8.

NOTE: If Covid-related restrictions permit live in-person classes on campus, students will have the option of attending in-person or remotely (in which case we will be using technology from the Refugee Law Laboratory to facilitate hybrid in-person / remote learning). If Covid-related restrictions do not permit in-person classes on campus, all classes will be held remotely via Zoom.

Securities Regulation

This is a four hour course in which we will deliver an overview of securities regulation in Canada from a practitioner’s perspective. We will review the Ontario Securities Act, regulations and policies, and will reference certain securities laws in other jurisdictions as well. We will study certain key securities regulatory concepts and how they intersect with today’s corporate finance markets. Our review will include: the meaning of terms such as “security”, “trade” and “distribution”; primary and secondary distribution of securities; prospectus offerings; private placement exemptions and resale rules; regulation of the trading markets including various stock exchange rules; capital pool companies and SPACs; continuous and timely disclosure; takeover bid legislation; mergers and acquisitions; primary and secondary market civil liability; and regulatory enforcement issues. Our goal is to have our students leave the course with a solid grounding in Canadian securities law as well as a good understanding of how these laws impact corporate finance in Canada.

Foreign, Comparative & International Legal Research

This course introduces students to basic concepts of foreign, comparative, and international law in the context of legal research. It teaches them to evaluate and analyze sources and tools for researching foreign, comparative and international law. This is a hands-on skills oriented course with practical exercises and projects to help students understand the available tools and the appropriate research methodologies for given types of research projects. Students will learn to use a variety of resources including electronic databases to research foreign law of other jurisdictions. They will also learn to use available tools to identify applicable sources for public and private international law.

Health Law

This seminar explores the dynamic and challenging field of health law, with a focus on practical issues.  The course provides a survey of the legal framework and policy considerations underlying the cornerstone areas of health law, including: consent to treatment; mental capacity and substitute decision-making; professional regulation and governance; medical malpractice; emergency management and civil protection; and health information privacy. Practical and topical issues will be explored in the areas of: elder law (issues in long-term care facilities, retirement homes); the law of medical assistance in dying in Canada; human rights in health care; hospitals and health care facilities (including physician privileges, employment issues and tensions between administrators, healthcare professionals and other stakeholders); pandemic and emergency management; reproductive health and surrogacy; and research ethics.  

Typical seminars will cover substantive law including case law and statutes, as well as policy issues and professional responsibility concerns. Students are expected to actively participate via class discussion and a class presentation. Guest speakers will provide unique perspectives on particular topics.  Students will be asked to attend (in person or through electronic means) a hearing in the health law field and to reflect on that proceeding in a midterm written paper.  Through readings, class discussion and assignments, students will gain a foundation for a dedicated health law practice or an analytical framework for addressing health law issues as they arise in other practice areas.