Instructor(s): Kenneth Jull

For graduate students, the course number is LAW3017HF.

Note: The Blackboard program will be used for this course. Students must self-enrol in Blackboard as soon as confirmed in the course in order to obtain course information.

Recent high profile cases in the areas of foreign corruption, fraud, insider trading, and competition law have reinforced the importance of corporate compliance.

This course examines the ways in which criminal, regulatory and administrative law prevent harm in the conduct of commercial affairs. A pyramid approach recognizes that administrative remedies should be tried initially, to be followed by the use of regulatory offences and then criminal offences at the apex. The course traces the relatively new use of administrative monetary penalties as an alternative to regulatory and criminal prosecution in many areas such as income tax enforcement, deceptive marketing, and insider trading.

The course is designed to cover both litigation skills in the area of financial crimes and corporate compliance skills with respect to risk, governance and mergers.

Part I, “Risk Management, Financial Crimes and Corporate Liability” explores the relationship between risk management and legislative rules or principles. The causes of financial crime are analyzed from different perspectives including economic, behavioral and biological. Risk management methodologies, such as a mathematical risk matrix, are developed as a core concept. The purpose of corporate criminal liability for financial crimes is studied from both a theoretical perspective and a flowchart analysis of the legal tests. The constitutional parameters of administrative monetary penalties are reviewed as part of the array of tools available to regulators.

Part II, “Types of Financial Crimes and Violations” examines specific topic areas including foreign corrupt practices, competition offences and/ or violations (price fixing, bid rigging, misleading and deceptive marketing, abuse of dominance), the general criminal offence of fraud, and securities offences (such as insider trading).

Part III, “Rights and Privileges in Investigations” concerns Charter rights in relation to dawn raids, search warrants, privilege claims, interviewing potential suspects and conducting internal investigations.

Part IV, “Corporate Compliance, the Ranking of Priorities and a Theory of Justice” applies the risk management matrix as a template for corporate compliance, which is based on a theory of justice that ranks priorities. Relationships with regulators are considered in the “zone of non-discovery” and “post discovery of conduct” stage in reviewing various programmes such as immunity, leniency, and deferred prosecution agreements. Sentencing is the last topic which is a subsequent stage of risk management.

Evaluation
Will be based on: • Participation in break out groups in each class and general class discussion following break out groups (10%); • Outline for the research paper (1250 words) on a recent topic covered in the news that is relevant to corporate or financial crimes and corporate compliance. The paper should analyze this topic by relating it to the basic concepts covered in the course and textbook, Archibald, Jull and Roach, Regulatory and Corporate Liability: From Due Diligence to Risk Management, due after reading week (20%); and • Research paper (5000 words) which builds upon the submitted outline with specific research on the chosen topic due after the course is completed and in accordance with U of T guidelines (70%).

At a Glance

First Term
Credits
3
Hours
2
Perspective course

Enrolment

Maximum
40
36 JD
4 LLM/SJD/MSL/NDEGS/SJD U

Schedule

M: 8:30 - 10:20