Materials for the Global Law and Business Seminar courses can be found by selecting the course title below.
Class 1 (Economic Theory; Shareholder Voting)
- PowerPoint 1
- A&K, pp. 111-116, 189-196, 200-203, 229-246
- Statutory Background: SEC Rule 14a-8
- Recent Developments: Trinity Wall Street v. Wal-Mart Stores, Inc. (2015) pp. 39-47
Class 2 (Directors' Fiduciary Duties in Delaware Law)
- PowerPoint 2
- A&K, pp. 259-262, 269-275, 310-313, 316-322, 323-336
- Statutory Background: Delaware General Corporations Law (“DGCL”) §§ 109, 102(b)(7), 141
Class 3 (The Law and Ecomonics of Executive Compensation)
Class 4 (Duties of Oversight: Risk Management and Compliance)
- PowerPoint 4
- A&K pp. 277-306
- Statutory Background: DGCL § 102(b)(7)
Class 5 (Enforcement of Fiduciary Duties: Shareholder Litigation)
- PowerPoint 5
- A&K, pp. 411-418, 420-422, 431-442
- Statutory Background: Federal Rules of Civil Procedure, Rule 23.1
Class 6 (Economic Reasons for Mergers; Transactional Structure and Related Legal Rules)
- PowerPoint 6
- A&K pp. 497-526
- Statutory and Regulatory Background: DGCL § 251
Class 7 (Directors' Fiduciary Duties and the Sale of the Firm)
Class 8 (Defensive Tactics and the Poison Pill)
- PowerPoint 8
- A&K pp. 579-587, 590-592, 605-613, 662-668
- Recent Developments: Williams Companies Stockholder Litigation (2021)
Day 1 – Monday, June 26, 2023
Anatomy of a Cross-Border M&A Deal: What to keep in Mind
Reading for Day 1:
- Bio of Brett Barragate (Chair of the Americas Region at Jones Day’s Financial Markets Practice)
- Jones Day: Another Sweeping Wave of Resource Nationalism in Latin America: How to Protect your Investment
- Review this report from Transparency International on Corruption Perception Index.
- Overview of Deal Points Study ABA (2021), SRS Acquiom M&A Deal Terms Study (2022).
Optional Reading:
- Read the following sections of the Asset Purchase Agreement (Pro-Seller Long Form) 2022 from Practical Law (Thomson Reuters):
- Article VI [Covenants] with drafting notes (skim Section 6.04)
- Article VII [Conditions to Closing] with drafting notes
- Article IX [Termination] with drafting notes
Day 2 – Tuesday, June 27, 2023
International Negotiations: Thinking It Through
Reading for Day 2:
- Bio of Amy Becker (Head of Growth Strategy, Waterlogic)
- Negotiation Skills and Strategies: Winning Over Reluctant Counterparts , by Katie Shonk, Harvard Law School (Program on Negotiation) (6/13/2022)
- Three Negotiation Mistakes That Are Hurting Your Deals, by Chris Voss (11/25/2021)
- Your Behavior is the Key to Winning the Deal According to Joe Valley – Podcast hosted by Mark Raffan, Negotiations Ninja Podcast (2022)
Day 3 – Wednesday, June 28, 2023
ESG Investing and Why It Matters
Reading for Day 3:
- Bio of Mario Fernandez (Head of Catalyst, Breakthrough Energy)
- Have Climate Questions? Get Answers Here, by The New York Times Climate Desk (2023)
- The Power of Capitalism, by Larry Fink, BlackRock (2022)
- Investments in Solar Power Eclipse Oil for First Time, by Will Horner, The Wall Street Journal (2023)
- FTC Weighs Stiff Penalties on Deceptive “Green” Marketing, by Dieter Holger, The Wall Street Journal (2023)
- ESG: Trends to Watch in 2023, by Harvard Law School Forum on Corporate Governance (2023)
Optional Reading:
- How an Organized Republican Effort Punishes Companies for Climate Action, by David Gelles and Hiroko Tabuchi, The New York Times (2022)
- Planned Sale of Emerging-Market Coal Plants Is Test Case For Phaseout Plans, by Ed Ballard, The Wall Street Journal (2022)
Day 4 – Thursday, June 29, 2023
Corporations as “Good Actors”: The “G” and the “S” in ESG
Reading for Day 4:
- Bio of Carin-Isabel Knoop (Executive Director of the Harvard Business School Case Research & Writing Group and co-author of “Compassionate Management of Mental Health in the Modern Workplace)
- Bio of Paloma Valor (Jones Day, Of Counsel, prior Chief Trust and Global Compliance Officer at IBM)
- Mind the Workplace 2022 Report, Mental Health America (2023)
- Mental Health in the Workplace: Predicted Trends For 2023, Jess Cording, Forbes (2023)
- The 8 Responsibilities of Chief Sustainability Officers, E. Farri, P. Cervini, and G. Rosani, Harvard Business Review (2023)
- Putting the H(uman) in ESG, by Carin-Isabel Knoop, Medium (2022)
Optional Reading:
- Lessons from COVID to manage stress at work: Learn. Monitor. Distance. Protect. Connect, by Carin-Isabel Knoop, Medium
- Compassionate Management of Mental Health in the Modern Workplace, by Carin-Isabel Knoop and Johan A. Quelch, Springer
- ESG Foundation Podcast
- ESG Now Podcast (MSCI)
- ESG Insights (Deutsche Bank)
- ESG Insider (S&P Global)
- How extending a hand to employee caregivers helps them and the firm
- Would you feel better or worse knowing that your team of nurses is self-organized and they get bonuses?
International Commercial Arbitration
- Reading 1 - Intro to International Commercial Arbitration
- Reading 2 - The Arbitration Agreement
- Reading 3 - Arbitral Tribunal
- Reading 4 - Arbitral Proceedings
- Reading 5 - Law Governing Merits of Dispute
- Reading 6 - Making the Award
- Reading 7 - Recognition and Enforcement of Arbitration Awards
- Reading 8 - Court Measures
- Reading 9 - Electronic Arbitration
Investment Arbitration
- Reading 1 - Arbitration without Privity (Paulsson)
- Reading 2 - Consent to Arbitration (Schreuer)
- Reading 3 - Investment and Investors (Derains, Sicard-Mirabal)
- Reading 4 - Jurisdiction Ratione Temporis (Rubins, Sabahi, Wallace)
- Reading 5 - Expropriation and Standards of Protection (Derains, Sicard-Mirabal)
- Reading 6 - Umbrella Clauses (Rubins, Sabahi, Wallace)
PowerPoint Presentations