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Although a comparative approach is used, the primary focus of this article is how recent legislative changes and market events have influenced the Canadian securities landscape. In doing so, this Article contributes to the ongoing debate on public and private enforcement by evaluating securities enforcement from a systemic perspective, focusing on the relationship between public and private enforcement and synergies that exist in the Canadian environment. This analysis of recent trends and literature on securities enforcement in Canada highlights the interrelationship between public and private enforcement in Canada and supports the conclusion that any legislative changes must consider the securities regulatory framework as a whole as opposed to affecting changes on a piecemeal basis.

For over three decades, there have been numerous attempts, both federal and provincial, to create a national securities regulator for Canada. In the spring of 2010, the federal government tabled a draft Canadian Securities Act that would create a national securities regulator and referenced the draft legislation to the Supreme Court of Canada for a determination of Parliament's constitutional authority to enact such legislation. The Supreme Court is expected to hear the reference in April 2011. This article seeks to provide an empirical foundation from a capital markets perspective to guide the discussion and debate on the constitutionality of a national securities regulator. an analysis of the relevant academic literature, the investing patterns of Canadian retail and institutional investors, and a changing global regulatory environment indicate the necessity of a national securities regulator for Canada at this time. While the constitutionality of federal capital markets regulation has yet to be determined, this article provides an empirical footing to ground the Supreme Court's forthcoming analysis.

The article offers information on a final report on Canadian securities laws released by the Task Force to Modernize Securities Legislation in October 2006. One study found that the cost of equity capital is 25 basis points higher in Canada than in the U.S. It cites the potential for strong enforcement of securities laws to enhance the credibility of the capital markets. The recommendations of the task force on the investigation and adjudication of capital market offenses are enumerated.

In the law of business organizations, individuals have generally been unrestrained in choosing which legal form they will use to carry on productive endeavors. Professionals, however, have not been afforded such freedom. They have found themselves prohibited by their self-regulatory bodies from practicing their profession in a corporate form. As a result, members of professions have practiced either as sole practitioners or in partnership with other members of the same profession. Professionals practicing in partnership expose themselves to personal liability for the obligations of the partnership and wrongdoing by their partners. This Article analyzes the rise of limited liability partnerships ("LLPs"), a newly created form of business association that shields innocent partners from personal liability for the negligence of their partners, in the United States and Canada. Professor Puri argues that the development of LLPs has significant implications for the legal profession. First, the private benefits conferred upon lawyers by LLPs are at the expense of consumers of legal services, particularly unsophisticated consumers. Second, the benefits of LLPs will accrue disproportionately to partners in large law firms because the judiciary is more likely to pierce the LLP veil in the context of small law firms organized as LLPs, thereby creating a further divide between the two "hemispheres" of lawyers. Third, LLPs represent another step in the commercialization of the legal profession, suggesting that we ought to reflect on how to distinguish between the practice of law and the carrying on of other businesses, and re-evaluate the benefits associated with being members of a profession.

The role of corporate and securities laws in addressing foreign corrupt business practices have, to date, received limited consideration. Departing from the substantial literature on the criminal and public law response to international corruption, the authors analyze Canada's Corruption of Foreign Public Officials Act in comparison with British and American legislation and conclude that the Canadian regime relies too heavily on the use of criminal sanctions and fails to contemplate the role of behaviour modification in its legislative structure. Recognizing that multinational corporations are well placed to identify, expose, and prevent corrupt business practices, the authors propose a private law-based solution that builds upon the existing corporate governance frameworks of multinational corporations to curtail corruption. Corporate law directors' duties and securities law disclosure requirements provide legislators with complimentary tools to incentivize the development of internal control mechanisms and facilitate civil claims against corrupt companies.