Winter 2015 AK/ADMS 3620M 3.0 ELEMENTS OF LAW: …bloodstone.atkinson.yorku.ca/domino/html/outlines... · · 2015-06-10Winter 2015 AK/ADMS 3620M 3.0 ELEMENTS OF LAW: ... A written

Faculty of Liberal Arts and Professional Studies (LAPS)

School of Administrative Studies (SAS)

York University

Winter 2015

AK/ADMS 3620M 3.0

ELEMENTS OF LAW: PART II

Instructor: Jack J. Bensimon, B.A. (Hon.), LL.M. (Sec), LL.M. (Gen), LL.M. (Bus), CIMA, CAMS

Office Hours: Thursday’s 6 p.m.—7p.m. (* by appointment only)

Atkinson College, Room 242

Email: [email protected]

Date: Thursday’s – Jan 8, 2015 – April 2, 2015

Time: 7-10 pm

Location: ACE 013

Introduction: What You Can Expect

This advanced business law course has been redesigned, building on the foundation

established in ADMS 2610, with the intent of being among one of the most important and

useful courses you will take in your undergraduate career, and beyond. Your instructor

has been carefully selected to teach this comprehensive advanced business law

curriculum.

This course will place emphasis on securities law, a subset of corporate law. There is a

distinct and important relationship between corporate law and securities law. Many

theoretical constructs of securities law have foundational elements from corporate law

that have existed and evolved through jurisprudence and advances in capital markets.

Workload Expectations

This is a demanding course. Readings will average 80-90 pages per week. You should

plan to spend 10-12 hours a week on this course. You will quickly be required to

familiarize yourself with reading and analyzing leading business law cases and legal

analysis in the beginning few lectures, which will remain essential when engaging in

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debate in subsequent lectures and understanding of the practical consequences which

follow. Advance preparation is therefore essential in order to contribute effectively and

achieve full value from the course.

Required Textbooks/Materials

Mary Condon, Anita Anand, Janis Sarra, Securities Law in Canada: Cases and

Commentary, 2nd ed. (2010) – $110 + HST. This is referred to as “Securities Law”.

Jan Weir, Fran Smyth, Critical Concepts of Canadian Business Law, 6th ed. (2015) -

$102 + HST. This is referred to as “Corporate Law”.

Supplementary Binder – available at the bookstore under ADMS 3620 (3.0), Jack J.

Bensimon, Winter 2015. $TBD + HST. This is referred to as “Supplement”.

Course Description

This course examines more advanced topics of corporate law with emphasis being laid on

areas related to the organization and management of business relations.

Against this legal background, various legal principles and theories are examined to equip

the student with the ability to analyze and define legal issues. Lectures and discussions

will be used to illustrate the legal concepts discussed.

Course Content – Scope of Coverage

There are 12 Sessions of lectures to cover during the twelve week term. The pace will be

rapid. Please do not fall behind. It is expected that the students will complete the lecture

units and the weekly case readings as described below.

Course Evaluation

Your final course grade will be calculated as follows:

Item Weight Date

Class Participation 15% [Throughout]

Mid-Term Exam: 35% Feb 12, 2015

Final Exam: 50% Exam Period - TBD

TOTAL: 100%


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Learning Objectives

The seven (7) fundamental learning objectives of this course are as follows:

(1) To be able to, as a businessperson or manager, read, understand, interpret

and apply relevant statutes and case law to factual circumstances;

(2) To understand the work product provided by, and instruct, outside or

internal counsel, as a reasonably sophisticated buyer of legal services, on

behalf of the organization employing you, or yourself;

(3) To distinguish among fundamental areas of securities law relating to

public companies on leading Canadian (TSX/TSX-V), US exchanges

(NYSE/NASDAQ/AMEX), and capital market alternatives (ATS –

Alternate Trading Systems);

(4) To appreciate and understand the evolution of global capital markets on

domestic capital markets and its pervasive effect on securities law and

corporate law developments;

(5) To distinguish between securities law and corporate law issues,

circumstances, and risks within their respective statutes;

(6) To distinguish between legal issues (i.e., securities law and corporate law)

and business issues to ensure they are separated; and

(7) To develop your analytical skills in communicating balanced, clear and

succinct legal analysis.

Objectives and Purpose

This course is specifically designed to equip you with the tools and conceptual

frameworks needed to understand the legal roles, responsibilities and liabilities of

multiple parties within a business setting. It will be integrated with your other functional

courses in business ethics, strategy, finance, organizational behaviour, marketing, etc. and

it is expected that you will integrate this knowledge within the course.

Students will be expected to demonstrate an ability to think critically, analyze legal

problems and communicate their thoughts at a reasonably sophisticated level of

effectiveness and logic, orally and in writing.

Students will also be expected to engage in the practical application of legal concepts in

order to develop skills that will aid them in their business or managerial environment

and/or their chosen career.


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Instruction Method

The focus of the course will be on the readings provide in both textbooks, lectures and

class discussions. Ideas and concepts in business law – many of which simply are not

confined to any one particular text – will be introduced via leading business case

decisions and during the lectures. Lecture attendance is crucial.

Weekly Case Brief Participation:

This course will be taught mainly through theoretical constructs and case analysis. Each

section will contain a number of cases, legal principles, and statutory interpretation to

highlight legal analysis, decisions, and jurisprudence.

Weekly Class Participation and Expectations (15%)

The focus is on quality participation, not on quantity of participation. Your participation

grade will depend on contribution and demonstration of the following attributes

throughout the course:

1. Judgment - Regular, consistent, and sustained participation demonstrating insights

and sound judgment;

2. Attendance - for each entire class;

3. Insights - Communicate insights on cases, commentaries, and theoretical

constructs;

4. Application - Relate concepts and cases to current business examples and

environment;

5. Opposition - Challenge the views of peers and instructor while providing a logical

and defensible position to support opposing views;

6. Oral Discourse - Attention to detail in analytical rigor and sophistication of oral

discourse;

7. Synthesis and Brevity - Ability to synthesize complex concepts and explain to

peers and instructor in brief, plain language; and

8. Theory to Practice - Ability to apply theoretical constructs to everyday business

situations and career decisions.

Participation Grading Scheme:

It is important to have your name card placed on your desk for all classes to ensure you

are properly credited for the participation component.

There are four categories of mark allocation in the participation component: Poor, Fair,

Good, and Excellent.

Poor: 0-4 The student attends some but not all classes but rarely provides meaningful or

insightful participation.


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Fair: 5-8 The student attends some but not all classes and occasionally provides

meaningful or insightful participation.

Good: 9-12 The student attends all classes and regularly provides meaningful or

insightful participation.

Excellent: 13-15 The student attends all classes and regularly provides exceptional

insights, thereby raising the level of analysis for both the class and instructor.

Mid-Term Exam (35%) – February 12, 2015 – 7-9:30 pm

A written closed book 2.5-hour Mid-Term Exam, which will comprise 35% of your

overall course grade, will be completed during Session 6 (February 12, 2015 – 7-9:30

pm).

The Mid-Term Exam will consist of a combination of multiple-choice, short answer, and

case analysis. For those who have previously enrolled in ADMS 2610 (3.0) co-taught

with Jack Furman, you are familiar with the style and content of such exams.

The Mid-Term Exam will require you to parse a fact scenario and identify issues from the

perspective of a person in an affected company receiving advice from counsel. For

example, you may be provided with a fact scenario that evokes a case you may have

studied, a sketch of what outside counsel is advising under the circumstances, and you

will be required to respond to the advice based on your understanding of the case and the

issues arising from it.

The purpose of the mid-term exam is to assess whether you understand the relevant

case(s), legal principles, issues and can critique the advice you are given.

Final Exam (50%) – During Final Exam Period - TBD

A written closed book 3-hour Final Exam, which will comprise 50% of your overall

course grade, will be completed during the final examination period. The final exam is

cumulative of the entire course. The estimated distribution for the final exam is 25%

term work, 75% from post mid-term exam.

The Final Exam will consist of a combination of multiple-choice, short answer, and case

analysis. For those who have previously enrolled in ADMS 2610 (3.0) co-taught with

Jack Furman, you are familiar with the style and content of such exams.

The Final Exam will require you to parse a fact scenario and identify issues from the

perspective of a person in an affected company receiving advice from counsel. For

example, you may be provided with a fact scenario that evokes a case you may have

studied, a sketch of what outside counsel is advising under the circumstances, and you


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will be required to respond to the advice based on your understanding of the case and the

issues arising from it.

The purpose of the final exam is to assess whether you understand the relevant case(s)

and issues and can think critically about the advice you are given.

Instructor Role for Case Discussions

Your instructor will be available to discuss any questions you may have in connection

with any cases, concepts, or principles.

The role of your instructor during the analysis of cases would be to facilitate the

discussion and troubleshoot students’ understanding of the case(s) and area of law,

explaining and answering questions about the case as required.

Your instructor will devote the remainder of the Session, after the conclusion of the Case

Analysis, via PowerPoint slides and other instructional aids, to a primer on the area of

law and statutory / regulatory framework for the following Session’s topic and case(s),

with a view to ensuring that students have some legal context for understanding and

interpreting the case(s) they have to read next.

The Role of Selected Guest Speakers – Bridging Theory and Practice

For selected topics, guest speakers have been carefully chosen to add depth, breadth,

experience, and to bring a practical component to the various theoretical constructs.

Securities law, like any other branch of law, cannot be fully understood and appreciated

without real-life examples brought to bear by seasoned professionals. The guest speakers

have extensive experience in their own right by working in various verticals of the

securities industry/capital markets. These “on-the-ground” professionals will be

instrumental in bringing to life the various principles and theories in the course. The

theoretical constructs discussed in the course have real and important application and

implications in the real world.

Medical Documentation

If the Mid-term Exam and/or Final Exam is missed due to illness, appropriate

documentation must be provided to your course instructor within five (5) business days of

the respective Examination.

The only acceptable documentation that can be used to support an absence due to illness

is an Attending Physician’s Statement dated within two days of the missed examination.

A soft copy of this form is available from the Registrar’s website at:

http://www.atkinson.yorku.ca/Council/Students/physicianStatement.pdf

http://www.atkinson.yorku.ca/Council/Students/physicianStatement.pdf


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Please note that a “doctor’s note”, typically written on a prescription pad, is not

acceptable.

All medical documentation must be submitted to Atkinson College, 2nd floor, reception.

For your privacy protection, the instructor is prohibited from reviewing or accepting such

documentation.

Policy on Missed Evaluations (Mid-Term, and/or Final Exam)

If a mid-term is written and the course is not dropped by the drop date, then the mid-term

mark will count towards the final grade. If the student does not write the mid-term and is

accompanied by a proper doctor’s note submitted and approved by administration, the

mid-term weight (35%) will be transferred to the final exam. There is no make-up mid-

term exam.

It is my experience that, as a general rule, students who miss either forms of evaluation,

generally don’t perform as well as students who write both evaluations. A final exam

weighting of 85% imposes significant pressure for most students to perform at least

satisfactory. The exercise of writing these exams should improve your performance in

this course.

It is prohibited under faculty guidelines for students to write a 100% final exam. Under

no circumstances will this be allowed. If you miss BOTH the mid-term and final exam,

you may be required to appeal for special considerations to be made. No guarantees or

assurances are provided. This can be a lengthy process.


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AK/ADMS 3620 (3.0) Course Outline Est Wt

PART ONE: INTRODUCTION – LEGAL FRAMEWORK OF ANALYSIS 10%

Session 1 Jan 8, 2015 LEGAL ANALYSIS: Frameworks and Problem-Solving

INTRO TO ADVANCED CORPORATE LAW

INTRO TO SECURITIES LAW

PART TWO: DUTIES AND OBLIGATIONS OF CORPORATIONS (Jan 15-Feb 26) 90%

Session 2 Jan 15, 2015 THE PROSPECTUS PROCESS 25%

Session 3 Jan 22, 2015 ADVANCED CORPORATE GOVERNANCE: COMPETING STAKEHOLDER 20%

Session 4 Jan 29, 2015 OFFICERS’ AND DIRECTORS’ LIABILITY 20%

Session 5 Feb 5, 2015 CONTINUOUS DISCLOSURE OBLIGATIONS 25%

Session 6 Feb. 12, 2015 Mid-Term Exam (35%, 2.5 hours, multiple-choice, short answer, case

analysis)

Session 7 Feb 26, 2015 MERGERS & ACQUISITIONS – TAKEOVER BIDS AND OTHER DEVICES 15%

PART THREE: ENFORCEMENT REMEDIES – Corporate Law/Securities Law

(Mar 5 – Mar. 26) 50%

Session 8 Mar 5 2015 PUBLIC ENFORCEMENT 15%

Session 9 Mar 12, 2015 INSIDER TRADING 10%

Session 10 Mar 19, 2015 PRIVATE ENFORCEMENT 15%

Session 11 Mar 26, 2015 THE OPPRESSION REMEDY AND CLASS ACTION LITIGATION 10%

PART FOUR: CORPORATE DISSOLUTION (Apr 2) 10%

Session 12 Apr 2, 2015 CORPORATE BANKRUPTCY 10%

Term Work 25%

The Term Work is decomposed with the following estimates:

Session 2 The Prospectus Process 10%

Session 3 Advanced Corporate Governance 5%

Session 4 Officers’ & Directors’ Liability 5%

Session 5 Continuous Disclosure Obligations 5%


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AK/ADMS 3620 (3.0) – Elements of Law: Part II

Sessions, Topics, Readings and Cases

PART ONE: INTRODUCTION

Session 1 LEGAL ANALYSIS: Frameworks and Problem-Solving

Jan 8 INTRO TO ADVANCED CORPORATE LAW

INTRO TO SECURITIES LAW

Legal Problem Solving: Frameworks and Problem-Solving

What problems are we aiming to solve in advanced corporate law

issues/cases? What is the scope of stakeholders?

What is the relationship between corporate law and securities law? Why is it

important for understanding the business environment?

What is a security and its definitional scope?

What problems are we aiming to solve in securities law issues/cases? What is

the scope of stakeholders?

How do the broad public policy objectives of corporate law differ from or

intersect with the public policy objectives of securities law?

How does corporate law interfere with the objects of securities law, and how

is this reconciled (if any)?

Who is responsible for enforcing securities laws – securities regulators,

courts, or a hybrid of both?

Securities Law: Introduction (pp. 1-28); Chapter 1: Foundational Concepts (p. 29-77)

Corporate Law: Chapter 2: The Canadian Court System (pp. 43-73)

Supplement: TBD

PART TWO: DUTIES AND OBLIGATIONS OF CORPORATIONS

Session 2 THE PROSPECTUS PROCESS

Jan 15

Securities Law: Chapter 4: The Prospectus Process (pp. 219-306)

Corporate Law: NA

Supplement: TBD

Cases: Kerr et al v. Danier Leather Inc., Silver v. IMAX Corp (2009)


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Session 3 ADVANCED CORPORATE GOVERNANCE - COMPETING

STAKEHOLDERS AND CONTINUOUS DISCLOSURE

Jan 22 Guest Speaker: Glenn Keeling, Managing Director, CST Trust

Company

Securities Law: Chapter 7: Securities Regulators and Corporate Governance (pp. 427-

478)

Corporate Law: Chapter 10: Corporate Law and White Collar Crime (pp. 375-388)

Supplement: TBD

Cases: Re Pacifica Papers Inc.(2001), US Gold Corp v. Atlanta Gold Corp (1989),

Kripps v. Touche Ross & Co. (1997), BCE v. 1976 Debentureholders (2009)

Session 4 OFFICERS’ AND DIRECTORS’ LIABILITY

Jan 29

Securities Law: NA

Corporate Law: Chapter 10: Corporate Law and White Collar Crime (pp. 389-421)

Cases: Re Magna International, Re: Deloitte & Touche

Session 5 CONTINUOUS DISCLOSURE OBLIGATIONS

Feb 5

Securities Law: Chapter 6: Continuous Disclosure (pp. 355-426)

Corporate Law: NA

Supplement:

Cases: In the Matter of Research in Motion et al, Pezim v. British Columbia

(Superintendant of Brokers), Kerr v. Danier Leather Inc., Re AiT Advanced

Information Technologies Corp, YBM Magnex International


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Session 6 Mid-Term Exam (35%, 2.5 hours, multiple-choice, short answer, case

Feb 12 analysis)

Session 7 MERGERS & ACQUISITIONS – TAKEOVER BIDS AND OTHER

Feb 26 DEVICES

Securities Law: Chapter 9: Takeover Bids (pp. 525-595)

Corporate Law: NA

Cases: Neo Materials Technologies Corp (Re) (2009), Pulse Data (Re) (2007), Magna

International (Re) (2010), CW Shareholdings v. CIW Western International

Communications Ltd., Re Canfor Corp, BCE v. 1976 Debentureholders (2009),

TMX Group (2011),

PART THREE: ENFORCEMENT REMEDIES – Corporate Law / Securities Law

Session 8 PUBLIC ENFORCEMENT

Mar 5

Securities Law: Chapter 11: Enforcement (pp. 641-726)

Corporate Law: NA

Supplement: Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates, SEC Finalizes

Rules Implementing Whistleblower Bounty Program, June 14, 2011

Cases: Deloitte & Touche LLP v. OSC, R v. Drabinsky, R v. Harper, R v. Landen,

Wilder v. OSC, Re Canadian Tire Corp, Donnini v. OSC

Session 9 INSIDER TRADING

Mar 12

Securities Law: Chapter 8: Insider Trading (pp. 479-523)

Corporate Law: NA

Supplement: Arturo Bris, “Do Insider Trading Laws Work?”, European Financial

Management Vol. 11(3) 2005,


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Cases: Re Donnini, Re Harold Connor, Lewis v. Fingold, R v. Harper

Session 10 PRIVATE ENFORCEMENT

Mar 19

Securities Law: Chapter 10: Civil Liability (pp. 597-639)

Corporate Law: NA

Cases: Kerr v. Danier Leather Inc. (2007), Escott et al v. BarChris Construction Corp et

al

Session 11 THE OPPRESSION REMEDY AND CLASS ACTION LITIGATION

Mar 26

Securities Law: NA

Corporate Law: Chapter 10: Corporate Law and White Collar Crime (pp. 382-383, 391-

392)

Supplement: TBD

Cases: BCE v. 1976 Debentureholders Inc. (2009), Brant Investments Inc. v. Keeprite Inc.

(1999), SinoForest, Carom et al v. Bre-X Minerals Corp (1998), Kerr et al v.

Danier Leather Inc.

PART FOUR: CORPORATE DISSOLUTION

Session 12 CORPORATE BANKRUPTCY

Apr 2

Securities Law: NA

Corporate Law: Chapter 12: Bankruptcy (pp. 425-472)

Supplement:

Cases: Sino Forest, BCE v. 1976 Debentureholders Inc. (2009)

Documents

Winter 2015 AK/ADMS 3620M 3.0 ELEMENTS OF LAW: …bloodstone.atkinson.yorku.ca/domino/html/outlines... · · 2015-06-10Winter 2015 AK/ADMS 3620M 3.0 ELEMENTS OF LAW: ... A written