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).
The principal objective of this special seminar is to integrate the law and business aspects of the Joint JD/MBA Program. To achieve this objective, we will speak with legal and business professionals who have built remarkable and remarkably diverse careers at the intersection of law and business. Each seminar will offer an opportunity to discuss a particular topic in law or business as well as probe the career journey of a successful business/law leader.
Web3 technologies such as Blockchain, Smart Contracts and the Metaverse have created a new frontier for legal professionals. In particular, grappling with issues relating to conflict of laws and choice of jurisdiction have become a challenge for almost every area of law, including but not limited to: commercial law, securities, criminal law, anti-money laundering, estates and many others. Given the interactions and transactions between individuals and businesses facilitated by Web3 technologies in various jurisdictions worldwide, the issue of tax liability is often described as a “gray area” because of the confusion it causes with respect to income tax, excise tax and estates tax.
Knowing the landscape makes this perceived gray area disappear.
Various levels of government cooperation have resulted in attempts to ameliorate the ambiguities created by the various transactions which occur as a result of “borderless” technologies. International organizations such as the Organization for Economic Cooperation and Development, regional governmental organizations such as the European Union, as well as bilateral tax treaties and information exchange agreements have created a patchwork of legislation which causes ambiguity with respect to how, when and which tax rules are applied.
This course will explore the various rules and principles which govern the borderless world in which we now live, using various primary and secondary sources, case studies and expert guest speakers from jurisdictions outside of Canada. The students will be evaluated on group projects, discussions and a final research paper.
Group projects will be focused on particular issues, fact patterns and case scenarios, while discussions will explore hypothetical and factual international tax matters which are currently at issue or which could potentially occur in the future.
The majority of the course will be held in person on campus; however, one to two classes may be held in a Metaverse virtual environment. No irregular or complicated technologies, like headsets, will be required to attend these courses aside from a computer with internet access.
Africa’s regional economic communities (RECs) have grown exponentially in the last few decades. These RECs include the East African Community, the Economic Community of West African States, and the Common Market for Eastern and Southern Africa. This course examines the legal framework within which regional economic integration is pursued in Africa through the RECs. Particular emphasis will be placed on the evolution of multiple RECs in Africa and the complex conflict of laws and jurisdictional questions they raise; decision-making and law-making within the RECs; the relationship between the laws of the regional economic communities and those of the member states; the jurisdiction and jurisprudence of the courts of the RECs and the enforcement of their judgments; the role of individuals and civil society within the RECs; and the African Continental Free Trade Agreement, which is now being implemented to create the African Continental Free Trade Area. Students will develop competence and facility over several treatises on African regional integration. Students will sharpen their analytical, reasoning and critical reading skills.
International law is weak except when it comes to protecting foreign investors, who have been afforded – in thousands of treaties – an exceptionally robust power to bring international claims against countries.
This seminar examines the design of and current developments in international investment law and arbitration, also known as investor-state dispute settlement (ISDS). It would be of interest to students interested in public international law, international arbitration, international business and regulation, the political economy of law and North-South relations, and law and development.
The main focus is on areas of public international law, and to a lesser extent domestic law and policy, governing the regulatory relationship between the state and foreign owners of assets in a country. Particular attention is paid to bilateral investment treaties (e.g. Canada-China FIPA, other BITs) and regional trade agreements (e.g. NAFTA, CETA). The seminar also examines the burgeoning body of arbitration awards under investment treaties. Classically, this area is one of the three branches of international economic law, alongside international monetary law and international trade law.
Potential topics include: policy issues in regulation of foreign investment; background to investment treaties and relevant arbitration treaties; major arbitration institutions and rules; foreign investor protections in the treaties, such as ‘fair and equitable treatment’, ‘full protection and security’, compensation for ‘expropriation’, ‘national treatment’, and ‘most-favoured-nation treatment’; issues of jurisdiction and admissibility of claims in investment arbitration; remedies and state liability; and enforcement of awards.
The aim is to give students a solid grounding in the legal issues, while providing opportunities for discussion and reflection on the law and possible reforms and for the development of skills in analysis; listening, presentation, and discussion, and research and writing. Besides a research paper, students will be asked to take part in such activities as a presentation, a role play, or a debate – all meant to help make our learning interesting.
The course examines the structure and processes of international protection of intellectual property rights. The course also examines that legal and policy issues surrounding the protection and use of creative and commercial intangibles in an international and globalized environment. The emphasis is upon exploring fundamental principles underlying international intellectual property systems and examining current controversies. The focus of the course will shift in alternate years between patents and biotechnology issues (including discussion of traditional knowledge and genetic resources) and copyright and trademark issues (including discussion of indigenous art and culture). The focus in Winter 2025 is on patents, trademarks, biotechnologies and copyright.
The objectives of the course are: to provide students with an understanding of the international framework for intellectual property protection; to provide a critical exploration of its practical and political implications; and to encourage students to consider the nature and role of intellectual property rights in light of this international dimension.
This course provides students with an in-depth understanding of the international dimensions of the Canadian Income Tax Act (ITA), tax treaties, and recent global tax reform measures, enhancing their statutory interpretation and problem-solving skills. The globalization of trade and investment flows profoundly affects the practices and policies of income taxation, particularly for Canadian corporations engaged in international business. Students will explore cross-border tax issues that are critical for Canadian lawyers. The curriculum covers both domestic tax law and international tax treaties, focusing on jurisdiction to tax, non-residents investing in Canada, cross-border services, Canadian investments offshore, the foreign affiliate system, foreign tax credits, electronic commerce, and transfer pricing. By examining case studies and real-world examples, students will develop a comprehensive understanding of how international tax principles are applied in practice.
The course will also address the ongoing international dialogue on tax policy, spurred by initiatives from the Organisation for Economic Co-operation and Development (OECD) and the G20. This dialogue aims to identify and deter strategies multinational enterprises use to shift income from high-tax jurisdictions, which can create friction among countries regarding their taxing rights. The course will explore these challenges and potential modifications to tax laws, the role of private and public international law, and the practical responses by multinational enterprises.
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 the increasing number of preferential trade agreements relevant to 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).
The course has as an express objective of providing all students with some introduction to basic policy aspects of international trade regulation drawn from economic theory, international relations theory, and international legal theory. However, 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 trade subjects for discussion include: WTO/GATT treaties and institutions; trade in goods; trade in services; trade and intellectual property; trade and investment; domestic trade remedies such as antidumping and countervail.
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.
Public International Law is the system of law relating to inter-state relations, the functioning of international institutions, the relations of such bodies with each other, and their relations with States, individuals, groups and other entities. It seeks an understanding of certain rules of law relating to individuals and non-State entities. This course is intended as an introduction to the norms, rules and practices of international law that are recognized as being binding obligations on sovereign states in their mutual relationships.
Topics will be covered from among the following: sources of international law; subjects of international law (States and non-State actors; self-determination; individuals; international organizations); rights and duties of States; recognition of States and governments and legal effects thereof; state responsibility for international delinquencies; international law applying processes in domestic legal systems; state and diplomatic immunities from suit in foreign courts; the United Nations Charter and limitations on the use of force and international dispute settlement.
Course will cover the payment and financing of international business transactions with particular attention to the sale of goods. With various degrees of emphasis, coverage will consist of:
● Brief introduction to basic conflict of laws rules governing international commercial transactions
● Introduction to international commercial banking (deposit taking, bank and customer relationship, foreign currency and cross-border payment obligations and bank deposits; correspondent banking; foreign currency risks);
● International payments by wire;
● Principal aspects of the law governing documentary sales in international trade: delivery, passage of property and risk);
● From paper to Electronic and functional equivalence of electronic documents.
● Selected aspect pertaining to negotiable instruments as payment and credit instruments in international trade; and
● Payment and financing international trade transactions: documentary collections and letters of credit (and related banking instruments).
Course is appropriate to both second and third year students—there are neither prerequisites nor co-requisites.
While the focus of the course is payment and financing of international trade, this may be the only course offered on the JD level introducing students to the foundations of banking law needed for both domestic and international business transactions. It may also be the only course introducing students to transport documents (such as bills of lading) and their use in international transactions as well as the law that governs international transactions.
At the instructor’s discretion final mark may be adjusted by half a mark (or in extreme cases full mark) that may be taken away or added for class participation (including attendance — as well as leading class discussion as assigned in advance). Classes will be recorded ‐ per the usual policy of the Law School.