Professional LLM in Securities Law

Credits: 3.0

This course is required for students in the Securities Law LLM program who have not had practical or regulator training as securities lawyers in Canada. This course is intended to provide a strong foundation for the advanced study of securities regulation and capital markets in Canada and elsewhere.

Credits: 6.0

Securities litigation is becoming a major part of the landscape of Canadian securities markets. This course considers the various opportunities for investors to seek redress from issuers and other market participants, the role of the regulators in enforcing securities laws, and the possibilities for interested parties to influence the regulatory process generally. In particular, offences and administrative sanctions imposed under the OSA and other provincial securities acts will be explored, as will new developments in securities litigation. Specific topics include: compliance and deterrence models of regulation; progress towards rule-making; regulatory control over market risks; the public interest jurisdiction; oversight of regulators by courts; offences and civil liability under provincial securities legislation; civil liability for continuous disclosure documents; civil litigation and class actions; and administrative sanctions under provincial securities laws.

Credits: 6.0

Lawyers increasingly need to be familiar with the diversity and complexity of financial products available in today’s capital markets. This course introduces a variety of specialized instruments, which may attract securities regulatory requirements. It considers the advantages and disadvantages of using certain products to raise capital and how these transactions are typically structured from a corporate finance point of view. It also examines the specialized offering documents required for these products to be marketed. Specific topics include: varieties of derivatives contracts; the new prospectus rules; targeted shares; PREP Offerings Non- Fixed Price; asset-backed Securitizations Offerings; strip bonds; takeover bids and issuer bids; subordinated debentures; arrangements and other voting; transactions; SARs; preferred shares; use of “plain language” offering; documents; hybrid securities documents; restricted shares; Internet offerings; and POP/Shelf System.

Credits: 3.0

This course is intended to provide a strong theoretical foundation for the advanced study of securities regulation and capital markets in Canada and elsewhere.

Credits: 3.0

Recognizing the growing importance of secondary market trading, securities regulators have imposed significant ongoing disclosure requirements on issuers. These new requirements are often linked to corporate governance concerns. This course considers the underlying policy rationale for these disclosure obligations. It examines the empirical evidence available about their efficacy. Close consideration is given to the details of these disclosure requirements, and comparisons will be made with other significant jurisdictions. A further theme of the course is the relationship between securities disclosure regulation and effective corporate governance regimes. Specific topics include: integrating primary and secondary market; disclosure and selective and continuous disclosure; regimes; theories of efficient markets; theories of investor decision-making; financial statements and developments in accounting practices; complying with AIF/MDA requirements; definitions of materiality in connection with timely disclosure; related party transactions; disclosure of executive compensation as a corporate governance tool; proxy material; and experience to date with new Rule 61- 501 (formerly Policy 9.1).

Credits: 6.0

Financial transactions no longer recognize national borders. Those involved in securities markets need to pay attention to opportunities outside Canada and also to the regulatory requirements imposed by other jurisdictions, especially the United States. This course canvasses the major developments in international securities transactions. Specific topics include: public offerings of foreign securities in Canada; current status of the Multi-Jurisdictional Disclosure System international private placements; Euro-equity and Eurobond offerings; cross-border M&A transactions; impact of U.S. global offering procedures; U.S. and international disclosure requirements; application of provincial securities laws outside Canada; and international dealer registration.

Credits: 3.0

This course addresses the world of investment funds, which are regulated separately from other securities under Part VIII of the National Instruments. We will look at how funds are structured as mutual funds, investment funds or hedge funds, the business objectives of various structures and rules they comply with. We will examine the growing role of Exchange Traded Funds (ETFs). We will look at the investor protection provided through Investment Advisory Committees. Policy objectives will be discussed in looking at how regulation has and continues to change in this area, including with respect to the relationship between dealers and investors.

Credits: 3.0

This course addresses a number of key issues related to the regulation of trading markets and of market intermediaries in Canada and elsewhere. Topics will include: the emergence and regulation of competitive markets for trading securities; the regulation of derivatives markets, short-selling, trade-throughs, the regulation of the broker-investor relationship, and the MiFid Directive in the EU.

Credits: 3.0

This course will look at the regulation of businesses and individuals involved in the financial services industry including dealers and advisors. Registration requirements and exemptions from registration requirements will be addressed. Policy objectives behind the rules will form the basis for discussion of the existing rules and investor protection initiatives. The role of self-regulatory organizations including IIROC and the MFDA will be examined.