Course number: LAW 3392

Critical and constructive study, at an advanced level, of a significant major subject or set of topics.

Extended Course Description

COURSE CONTENT: The course will give students exposure to transactions that give rise to regulation under the securities regulatory scheme in Canada and familiarize students with the sources of such regulation and the basic concepts involved in the implementation of securities regulation across Canada. Emphasis will be placed upon the overall framework of regulation in Canada, with particular emphasis on the Ontario approach, with some consideration of the current system in Manitoba.

At the end of the course, students should be able to:

  • identify reasons for securities regulation and describe basic law and procedures in relation to Canadian securities regulatory framework;
  • identify the important players in Canadian securities regulation and describe their basic functions;
  • describe the meaning of basic terms in Canadian securities law, including security, trade, distribution and reporting issuer;
  • describe the basic Canadian law relating to an issuer going public, includinig the goals of regulation, the requirements of prospectus financing and the requirements of prospectus preparation (including due diligence requirements);
  • describe the basics of the closed system in Canadian securities regulation, including the purposes behind the closed system, the exemptions to registration and prospectus filing and breaking out of the closed system;
  • describe the basic Canadian law relating to continuous and timely disclosure, including the purposes behind the rules and the legal requirements;
  • describe the basic Canadian law relating to insider trading, including the purposes behind the rules and the legal requirements;
  • describe the basic Canadian law relating to take-over bids, including the purposes behind the rules, the legal requirements and the regulation of going private transactions; and
  • apply the law mentioned above to practical factual situations by identifying issues raised by the facts, describing accurately the relevant legal principles with respect to the issues identified, and applying those legal principles to the facts to determine the likely legal results.

The course will deal primarily with the Securities Act (Ontario) and the Regulations thereunder, and The Securities Act (Manitoba) and the Regulations thereunder.

PRACTICAL IMPORTANCE OF THE SUBJECT: Although many concepts covered will be relevant for students who hope to devote a significant portion of their practice to securities laws, the basic concepts and the understanding of how a particular commercial transaction may be affected by securities laws will benefit anyone proposing to engage in a general commercial or corporate practice. Securities laws are becoming increasingly complex . Significant liability can arise if securities laws are overlooked.

TEACHING METHOD: Lectures with the class expected to be prepared to discuss the assigned reading, possible guest lecture from a practitioner or member of the staff of the Manitoba Securities Commission.

TERM WORK REQUIRED: Preparation for class. No essays, assignments or supplementary seminars are required.

Preparation for classes will roughly equal three hours per week spread relatively evenly over the term.

REQUIRED COURSE MATERIALS: Mark R. Gillen, Securities Regulation in Canada;

GENERAL REFERENCES: The following are useful references, and are on reserve in the Library:

  • The Securities Act (Manitoba);
  • Manitoba Securities Regulations; and
  • Consolidated Ontario Securities Act and Regulations (Carswell) 25th ed. Paul G. Findlay.
  • Alboini, 1997 Annotated Ontario Securities Act
  • Alboini, Securities Law and Practice
  • CCH, Canadian Securities Law Reporter
  • Goulet, Public Share Offerings and Stock Exchange Listings in Canada
  • Johnston, Canadian Securities Regulation.

METHOD OF EVALUATION: Final examination 100%. Open book (no restrictions)

INSTRUCTOR: Richmond Bayes

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