Global Law and Business Seminar

The Global Law and Business Seminar offers 16 hours of academic content focused on any one of three topics :  Topics in International Arbitration, U.S. Corporate Law in an International Perspective, and (primarily for managers) Cross-Border M&A.  Participants in the non-credit program receive an official Statement of Participation from Columbia Law School.

The program is designed for global lawyers, business managers, and other practitioners, with modules taught by a mix of preeminent scholars and deeply experienced practitioners, affiliated with Columbia Law School and other world-renowned institutions.

Key Points

(Note: Columbia Law School also hosts the US Business Law Academy, a separate three-week program comprised of four modules focused on US business law.  The USBLA is intended for law students and practitioners, and offers 48 hours of academic instruction on US legal institutions, negotiations, transactions and corporate governance.)

U.S. Corporate Law in an International Perspective (Armour)

In this course we will consider the law of corporations and corporate governance in the United States—that is, the rules that govern the control of business enterprises under American law. The material is approached from an “international perspective”, meaning it is aimed at a non-U.S. lawyer familiar with corporate law in their home jurisdiction who wishes to understand the distinctive features of the U.S. system. Where appropriate we will compare and contrast U.S. approaches with those of other major legal systems.

We begin with basic background in U.S. corporate law, including how the separation of ownership and control common in U.S. corporations gives rise to agency costs, how shareholder voting to elect the corporation’s directors influences those costs, and the fiduciary duties of directors under Delaware law, the dominant source of state corporate law in the United States. We will also consider the enforcement of these duties through shareholder lawsuits, the frequency of which is arguably a unique feature of the U.S. system.

We then turn to a series of topics in corporate governance that provide opportunities to explore the application of fiduciary duties in specific contexts. We begin with executive pay, which offers the potential to align managers’ interests with those of shareholders. Then, we consider directors’ fiduciary duties in relation to corporate risk management and compliance. We next consider the duties of directors in relation to mergers and acquisitions. After examining the typical structure and regulation of those transactions under Delaware law, we will introduce the idea of contests for corporate control and Delaware law governing takeover defenses, before turning to the private-law innovation that now dominates contests for control in the United States: the poison pill.  Then we will consider how directors’ fiduciary duties change as the sale of the corporation becomes increasingly likely.  Finally, we will conclude by turning to the acquisition of control through proxy fights, now the dominant mode of conducting control contests in the United States.

Get the Deal Done!  Cross-Border M&A Deals under NY Law (Cánovas)

This short course offers a practical introduction, for business managers and others, to the key issues that come into play in NY law-based cross-border deals, and to the growing importance of Environmental, Social and Governance criteria (ESG) in deal making.  The material is approached from the perspective of a non-U.S. business executive who wishes to understand the dynamics of doing deals in the U.S. or with U.S. counterparts.

Each of the four sessions will combine a hands-on approach to doing business with a 30-minute interview with an experienced executive in the areas that we will be discussing.  In one of the sessions we will conduct a hands-on negotiation workshop based on a real-world matter, the break-up of a joint venture spanning multiple countries in Latin America. 

We will begin with an overview of a deal cycle, and discuss the main themes that come-up in international transactions, such as how to integrate political and regulatory considerations in the deal terms and balancing risk.  We will then turn to discussing the growing importance of ESG to the investment community, and its impact on deal making.  At the end of the course we will focus on corporations as “good actors,” and how to integrate ESG in the daily operation of businesses. 

Guest speakers: (2023 speakers unconfirmed.  Past speakers listed below for illustrative purposes only)

• Monday
  
  Luis Riesgo (Head of Latin America, Jones Day).  Jones Day is one of the largest laws firms in the world with more than 41 offices and 2,500 lawyers.
   
• Tuesday
  
  Suzana Nutu (M&A Director, Sanofi).  Sanofi is one of the world’s top global healthcare companies.  It is headquartered in Paris, France.
   
• Wednesday
  
  Mario Fernandez (Chicora Energy LLC, Co-Founder and Partner).  Prior to founding Chicora Energy LLC, Mario was the head of Latin America Energy Principal Investments of Macquarie Capital.  Macquarie is a global financial services group headquartered and listed in Australia.
   
• Thursday
  
  Carin Knoop (Executive Director, Harvard Business School Case Research & Writing Group).  Carin is the co-author with John Quelch of “Compassionate Management of Mental Health in the Modern Workplace” (Springer, 2019).
  
  Paloma Valor (Of Counsel, Jones Day).  Prior to joining Jones Day in 2022, Paloma served as Chief Trust and Global Compliance Officer at IBM.  IBM is one of the world’s largest global technology companies.  It is headquartered in Armonk, New York.
  
   

Topics in International Arbitration (Saiz)

The importance of alternative methods of dispute resolution (“ADR”) in the international arena has steadily increased in the recent past.   ADR often allows the parties involved in a dispute to reach resolution earlier and with less expense than traditional litigation.  In particular, international arbitration has become one of the most important methods for resolving international commercial disputes, and the leading mechanism for resolving investment law disputes. 
 
As a result, the purpose of this 16 hour course is that students:

1. Learn about the characteristics that make international arbitration an attractive option for dispute resolution;
    
2. Develop a critical understanding of when it is advisable to use it;
    
3. Learn the sequential phases of an international arbitration, from the design of an arbitration agreement through the enforcement of an award;
    
4. Are introduced to more advanced procedural issues (such as the taking of evidence in international arbitration, the emergency arbitrator, the relevance and use of expedited proceedings, amongst others);
    
5. Are introduced to the fundamentals of investment arbitration, a field of international law which allows private parties to resort directly to international arbitration against States for wrongful acts committed against their investments. In particular, we will explore where investment arbitration stands today, and we will examine the substantive standards and relevant procedural issues arising in investment arbitration. 

 
Course Schedule

• Monday
  
  Morning: Introduction to international commercial arbitration
  
  Afternoon: Introduction to international commercial arbitration
   
• Tuesday
  
  Morning: Introduction to international commercial arbitration
  
  Afternoon: Introduction to international commercial arbitration
   
• Wednesday
  
  Morning: Advanced procedural issues in international commercial arbitration
  
  Afternoon: Advanced procedural issues in international commercial arbitration
   
• Thursday
  
  Morning: Investment arbitration
  
  Afternoon: Investment arbitration
   

John Armour
(Oxford Law School)

John Armour is Professor of Law and Finance at Oxford University and a Fellow of the European Corporate Governance Institute.  As of October, 2023, he will assume the position of Dean of Oxford's Faculty of Law.

Prof. Armour was previously a member of the Faculty of Law and the interdisciplinary Centre for Business Research at the University of Cambridge. He studied law (MA, BCL) at the University of Oxford and then at Yale Law School (LL.M.). He has held visiting posts at various institutions including the University of Auckland, the University of Chicago, Columbia Law School, the University of Frankfurt, the Max Planck Institute for Comparative Private Law in Hamburg, and the University of Pennsylvania Law School. He is a member of the American Law Institute and an Academic Member of the Chancery Bar Association.

Armour has published widely in the fields of company law, financial regulation, and corporate insolvency. He serves as an Executive Editor of the Journal of Corporate Law Studies and the Journal of Law, Finance and Accounting, and has been involved in policy-related projects commissioned by the UK’s Department of Trade and Industry (now BIS), Financial Services Authority (now FCA) and Insolvency Service, the Commonwealth Secretariat, and the World Bank. He currently serves as a member of the European Commission’s Informal Company Law Expert Group.

Patricia Saiz
(ESADE Law School)

Patricia Saiz is a professor of international arbitration at ESADE Law School, where she teaches commercial and investment arbitration. She is also the Director of the International Relations Department and she leads the internationalization efforts of the law school.

Patricia Saiz is a member of the ICC Court of Arbitration and has acted as co-arbitrator and sole arbitrator in ad hoc and institutional arbitrations, both domestic and international.
Before joining ESADE Law School, she practiced in the United States for more than 10 years, where she is qualified to practice in New York and Washington D.C. During that time, she represented numerous multinationals and governments in international commercial, investor-state and state-to-state arbitrations.

She is fluent in Spanish, English, French and Catalan and has a working knowledge of Portuguese and German. She has a law degree and a Master’s in Business Law from ESADE Law School and a Master’s in Laws from Harvard Law School.

María Luisa Cánovas
(Canovas Law PLLC)

Until June 1, 2022, María Luisa Canovas was a partner in the New York office of Jones Day.  A partner in top U.S. law firms since 2006, she has been ranked for more than a decade as a leading New York lawyer for M&A in Latin America by, among others, Chambers Latin America (2022), Chambers Global (2022), The Legal 500 Latin America (2022) and Latinvex “Top 50 Female Lawyers in Latin America.”  

During her more than 25 years of experience, María Luisa has worked extensively with public companies such as Sanofi, PepsiCo and News Corporation; private equity funds such as Macquarie, Hicks Muse and Playa Hotels & Resorts; and Latin-America based companies such as Betesh International and Cabcorp.  Upon resigning from Jones Day, María Luisa has taught several M&A courses at Columbia Law School and held visiting posts at various institutions including Strathmore University (Kenya) and Universidad Panamericana (Mexico).  

In addition, María Luisa has continued to work for long-standing clients and with Jones Day on pro-bono and diversity related matters.  She is a member of the Board of the Queen Sophia Institute, the US-Mexico Bar Association, and a member of the Finance Committee of the Brooklyn Public Library.

General Information about the Global Law and Business Seminar

The overall fee for the program with housing is $2,650 ($2,150 without housing).

All participants are asked to pay a $500 non-refundable deposit, within two weeks of being invited to join the program, which will be credited towards the overall program fee.

These fees cover the costs of the academic program and materials, non-academic programming, networking opportunities (subject to public health restrictions), and (as applicable) single-occupancy housing in Columbia University student residence halls. It is highly recommended that participants take advantage of the housing offered on the Columbia University campus.  Columbia University will not charge an additional fee for J-1 visa sponsorship, but participants should be aware that the US consulate may charge fees of approximately $300 for visa applications.