Part-time LLM Specializing in Banking and Financial Services:
Course Descriptions*
Banking, Negotiable Instruments, Payment Mechanisms and Securities Transfers [6 credits]
This course is concerned with the private law aspects
governing banking, negotiable instruments, payment
mechanisms, and securities transfers. It covers major
selected aspects of (1) negotiable instruments (notes, bills
and cheques under the Bills of Exchange Act), (2) the bank
and customer relationship (bank accounts and deposits,
bank secrecy, bank’s liability, etc.), (3) the payment system
(including under Canadian Payments Association Act), (4)
payment cards, (5) domestic and international electronic
and paper based funds transfers (including under UCC
Article 4A and UNCITRAL Model Law), (6) letters of
credits (under the ICC Uniform Customs and Practices),
and (7) transfer of securities in paper and paperless as well
as in direct and indirect holding systems.
Lending, Security and Insolvency Law [6 credits]
This course deals, at an advanced level, with the legal
principles and practical aspects of the granting of
credit and the taking of security by Canadian financial
institutions, having regard to the security provisions in
the Canadian Bank Act and the personal property security
legislation now in force in various provinces. The first half
of the course deals with the creation, perfection, priorities
and enforcement of security interests outside bankruptcy.
The second half focuses on the treatment of security
interests in bankruptcy under the Canadian Bankruptcy
and Insolvency Act, and in particular in light of the 1992
amendments to the Bankruptcy and Insolvency Act and the
provisions of the Companies’ Creditors Arrangement Act.
Particular attention will be paid to the secured creditor’s
position in the reorganizations of insolvent businesses,
and the role of privately appointed receivers in the
enforcement of security interests.
Regulation of Financial Institutions [6 credits]
This course examines Canadian financial institutions
comprising the “four pillars”: banks, trust and loan
corporations, insurance companies and investment
dealers. In particular, it examines the institution’s business
and investment powers, ownership structure (including
financial conglomerates), foreign investment restrictions,
and corporate governance issues (including self-dealing
rules). Attention will also be given to the capitalization
of such institutions and an analysis of their financial
statements.
Banking Documentation I [3 credits]
This course looks at a number of standardized bank
documents with a view to developing a critical
understanding of legal documentation in areas such as the
following:
- Basic Objectives: including the definition of
rights and duties; abrogation of customers' rights;
protection against customers' bankruptcy or
winding up; attempts to exclude risk of fraud;
problems of jurisdiction and of governing law; and
elegance and need to avoid verbosity.
- Danger of cloaked transactions: classification
of basic credit transactions; loans disguised as
sales disguised as leases; and objects of “sham”
transactions.
- General Terms and Conditions: ways and means of
improving the draftsmanship of individual terms;
requirement of terms and need or desirability of
adding some specific conditions, additional clauses;
and other aspects including Overdrafts and Term
Loans, Margin Trading Agreements, Charges over
Bank Deposits and Currency Trading Agreements.
Banking Documentation II [3 credits]
The second part of this course analyzes the structure and
documentation of complex lending arrangements and
contracts from theoretical and practical perspectives. The
course will introduce standardized banking documents,
explore basic financing structuring, and provide the tools
with which one can evaluate lending arrangements and
contracts. Where applicable, a Canadian perspective will
be incorporated and discussed.
Regulation of International Financial Markets [3 credits]
This course begins by examining the regulatory
requirements imposed on Canadian issuers placing
financial instruments outside the jurisdiction, by means of,
for example, international private placements or the
multi-jurisdictional disclosure system. It canvasses the
regulatory requirements imposed on the operation of
the Eurobond and Euroequity markets, and compares
the efforts made by a variety of jurisdictions to regulate
derivatives markets. The course considers the progress of
harmonization efforts in the European Union with respect
to financial markets, and the developing regulation of
Asian securities markets. A general theme of the course is
the extent to which global regulatory requirements in the
financial area are converging, as well as a consideration
of the enforcement difficulties for national regulators
operating in an international environment.
International Finance [3 credits]
This course considers the international aspects of banking
and finance. The globalization phenomenon is nowhere
more evident than in the financial markets where the
absence of international law poses a variety of new
challenges for business lawyers. Emphasis is given to
advising clients in relation to cross border transactions
including public and private issues of debt and equity,
loan syndications and sub participations, securitizations,
treasury products including foreign exchange transactions
and interest rate and currency swaps. Consideration is
also given to basic tax issues including withholding tax
and treaty arbitrage. Finally, cross border restructurings
are analyzed with case studies involving how to advise
domestic and international clients in relation to large scale
commercial failures.
Regulation of Money and Payment, Clearing and Settlement Systems
[3 credits]
The financial system rests on three pillars: (1) financial
institutions, (2) markets in which financial institutions
trade, and (3) the mechanisms to settle the trades in
those markets. This course focuses on regulatory aspects
underlying the third pillar (the two others have been dealt
with in other courses). It covers three principal areas: (1)
Currency issues, central banking and monetary policy:
legal framework; (2) The domestic payment system:
concepts, structures, access, public policy objectives,
and governance; and (3) Clearing and settlement of
payments and securities: machineries, risks, and public
as well as private law rules. The subject is dealt with from
a predominantly Canadian perspective but has a strong
comparative/globalized dimension, primarily taking into
account developments in the US, the European Monetary
Union, and the United Kingdom.
The Financial Services Industry and the Public
Interest: Customer Protection, Dispute Resolution,
Competition and Social Responsibility
[3 credits]
Against the background of technological innovations,
globalization and increased demand for social
responsibility that have changed the face of the financial
services industry, this course deals with selected legal
aspects governing public interest issues. The course covers
customer protection (particularly as to privacy), dispute
resolution and competition in a paperless cross border
environment. It will also examine moral and legal aspects
of the social responsibilities of financial institutions.
Major Research Paper [6 credits]
A Major Research Paper (MRP) of approximately 70 pages
may be completed on an approved topic in Banking and
Financial Services Law, provided appropriate supervision is
available.
The MRP should go beyond merely describing legal
developments to include independent critical analysis of
its subject matter. It should be work of publishable quality.
You will be required, at a minimum, to submit to your
supervisor an outline and bibliography for approval before
writing your paper. The final paper is marked on a pass/
fail basis.
*
Note: Curriculum and course descriptions are subject to change.
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