Professional LLM in Securities Law:

Course Descriptions*

Foundations of Securities Regulation: Theories and Concepts [6 credits]

This course is intended to provide a strong foundation for the advanced study of securities regulation and capital markets in Canada and elsewhere. It will provide this
foundation in a number of ways; first, by re-introducing students to the core concepts of securities law doctrine and the practical application of some of those concepts in the context of current real-world transactions. Second, it will introduce students to a variety of intellectual perspectives on securities regulation so as to provide them with some analytical tools to evaluate and critique securities law and
policy in Canada and around the world. Such perspectives include; ECMH (efficient capital market hypothesis), the “law and fi nance” approach to evaluating regulatory policy, the principles-based and proportionate-based movement in regulation, behavioural economics and the investment decision, risk-based approaches to regulation, and a comparative dimension to the study of contemporary securities regulation.

International Securities Regulation [6 credits]

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.

Corporate Governance, Markets and Institutions [6 credits]
This course focuses on the structure and regulation of securities markets and the activities of certain market participants, including institutional investors. It begins with a discussion of the efficient capital market hypothesis and its application to Canadian capital markets and then explores the changing role of institutional investors (including mutual funds and pension funds).

An important issue is whether securities regulatory requirements continue to be appropriate for their needs. Consideration is also given to the regulation of key market participants, including market intermediaries, stock exchanges and alternative trading systems, and to the advantages and disadvantages of regulation by self-regulatory organizations. Specific topics include: role of “catalyst” investors; insider reporting and early warning reporting by portfolio managers; markets: stock exchanges, bond markets and alternative trading systems; issues in market transparency; and the role of self-regulatory organizations.

Products, Transactions and Legal Structures [6 credits]
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. 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.

Litigation and Enforcement [6 credits]
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.

Market and Market Intermediaries [3 credits]
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.

Keeping the Market Informed [3 credits]
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. Close consideration is given to the details of these disclosure requirements, and comparisons will be made with other significant jurisdictions. Specific topics include:
integrating primary and secondary markets; 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 Rule 61- 501
(formerly Policy 9.1).

Major Research Paper [6 credits]
A Major Research Paper (MRP) of approximately 70 pages may be completed on a topic in securities 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. The final paper is marked on a pass/fail basis.

*Curriculum and course descriptions are subject to change. New courses and course changes are subject to Senate approval.