U.S. Business Law Academy

Some aspects of the American legal tradition are drawn from other nations and societies, but many are distinctive. For this short introductory course, our primary emphasis will be on the American system of government as it affects the development of law, as well as on the procedure and structure of the civil litigation process. It is through the machinery of adjudication that the American legal system can be best understood. We will, therefore, study the jurisdiction and makeup of American courts. We will trace the major stages of a lawsuit in the United States. In the process we will learn about the structure of the American Constitution, about the role of judges and lawyers and about the adversary system – as well as about Alternative Dispute Resolution, the fastest-growing method of case disposition in the United States. 

The Negotiation Workshop provides students an experiential introduction to the theory and practice of negotiation in a highly interactive setting. Students will cover foundational negotiation principles including types of bargaining, negotiation psychology, value creation, and ethics. Students will also gain critical negotiation skills including active listening, goal preparation, empathy building, and persuasive techniques.  Additionally, students will integrate negotiation theories and practice their skills during immersive exercises designed to reinforce negotiation principles. Finally, students will have the opportunity to fully test their learning in a simulated negotiation.

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.

This short course explores two types of issues that commonly arise in sophisticated transactions. First, although transactions vary in their details, every transaction involves problems of information and incentives that can discourage parties from entering into what otherwise would be value-maximizing arrangements.  For example, the seller of an asset almost always has better information about it than the buyer does.  This reality — combined with the fact that the seller is willing to sell — can cause buyers to be skeptical about the asset’s quality, and might even persuade them not to purchase it.  A central responsibility of transactional lawyers, then, is to help overcome these information and incentive problems.  They do so with a range of contractual and organizational responses, such as due diligence, contingent purchase price, staged financing, vouching by third parties, etc.

Second, legal and regulatory regimes sometimes are imperfectly drafted and conceptualized, so that economically similar arrangements are treated differently.  These differences create possibilities for legal arbitrage, so that a change in the way the transaction is structured can yield dramatically better (or worse) treatment for the parties.  More generally, sophisticated transactional lawyers must help their clients navigate regulatory hurdles, and the nature of the relevant regulations -- and the parties’ responses to them –- can determine whether a potentially promising business succeeds or fails.

This course develop these two themes (information and incentive problems and regulatory arbitrage) in various settings, including acquisitions, venture capital, derivative securities, and energy.  For example, we will consider various mechanisms to bridge information problems in acquisitions, and will use venture capital funds and their market practices as examples of contractual and organizational mechanisms that deal with incentive issues.  As examples of regulatory arbitrage, we will explore selected examples involving U.S. tax rules and energy policy.  These various examples will expose students to a survey of selected cutting edge issues in a sophisticated transactional practice.  Students will be invited to reflect on the extent to which lawyers are adding value (or not) for their clients and for society.
 

The U.S. Business Law Academy will taught in-person on Columbia University's iconic campus in the City of New York.

The U.S. Business Law Academy, designed for advanced students but open to practitioners and others as well, is an engaging educational and cultural experience with select topics in U.S. legal institutions and business law taught by preeminent scholars from Columbia and other world-renowned institutions. It is intended as a broad yet challenging introduction for motivated students rather than a rigorous course of advanced academic or professional training.

The Academy provides an accessible introduction to the Socratic Method, one of the foundations of U.S. legal education. Senior Columbia Law School administrators advise students about international LL.M. programs and career strategies, offering excellent preparation for those considering further studies in a leading global graduate program. The program also includes practice-oriented lectures by prominent New York attorneys; networking events with fellow participants; as well as visits to professional and cultural sites across New York City (subject to public health restrictions).

The U.S. Business Law Academy is designed primarily for advanced students with an interest in U.S. legal institutions and business law, but is open to legal practitioners and others as well. Applications from individuals working in related disciplines, or who have studied law or related topics at a U.S. universities are welcome. (An academic or professional reference may be requested.)  The program offers excellent preparation for those considering further studies in a leading global graduate program.

The U.S. Business Law Academy's programming will take place on the Columbia University campus over three weeks, starting on Sunday, July 3, 2022 and ending on Friday, July 22, 2022.

The U.S. Business Law Academy will be taught on the iconic campus of Columbia University in the City of New York.  Lectures will be held in the University's classrooms and other facilities, with additional non-academic activities scheduled at professional and cultural sites across New York City (subject to public health restrictions). 

The three-week program will feature an introductory survey of three or four select topics related to U.S. legal institutions and business law, each taught by a preeminent scholar from Columbia or another world-renowned institution. In the manner of U.S. legal education, faculty will use some version of the Socratic Method and students should anticipate being called upon to speak aloud in class. There will be no exams, grades or academic credit.

In addition to academic lectures, the U.S. Business Law Academy will include visits to professional and cultural sites in New York City (subject to public health restrictions); social and networking events; practice-oriented lectures by prominent New York attorneys and presentations by senior administrators regarding international LL.M. programs and international career strategies.  

All courses will employ an accessible version of the Socratic Method, one of the foundations of U.S. legal education, through which instruction is imparted by a “question and answer” dialogue between the teacher and students.  Class preparation thus includes not only completing the reading assignments, but also being ready to think and speak critically about them in class. Course materials and reading assignments will be provided on the website or by email in the weeks prior to the start of the program.

Individual applications will be accepted on a rolling basis, as they are submitted, for so long as space in the program remains available. Admissions decisions will be made on a rolling basis starting in the Fall of the year prior to the program date. Applications received after spaces in the program have been filled will be placed on a Wait List.

All participants in the US Business Law Academy who satisfy class attendance and participation expectations will receive a formal Statement of Attendance from Columbia Law School, bearing the signature of the Dean of the Law School and the Dean for International and Comparative Law programs.

Exam Policy
The US Business Law Academy courses do not include examinations.

Attendance and Participation
Consistent class attendance and active participation are central to the Socratic Method of teaching, which is the basis of the US Business Law Academy and, more generally, much of US legal education.  Students in the US Business Law Academy are expected to attend at least 80% of class sessions and, in those sessions, to be prepared to engage in reasoned legal discourse when called upon by the instructor.  Receipt of a Statement of Attendance is contingent on a participant’s satisfaction of these requirements.

Academic Credit
Columbia Law School does not award credit for participation in the US Business Law Academy.  Some participants in the past have made independent arrangements to receive academic credit from their home institutions.  For details, please write to [email protected].

The US Business Law Academy will focus on U.S. business law and legal institutions, and is intended to provide advanced students and other participants with a broad educational and cultural experience rather than a rigorous course of academic or professional training.  Participants should ideally have the basic grounding generally attained by those who have completed the initial years of a first university degree in law or a related discipline.  More broadly, however, the courses will be structured so as to be both accessible and interesting to participants with a wide range of backgrounds.  

Applications are welcome from any individual who either has a first university degree, or is currently in a recognized program of study leading towards such a degree.  Interested individuals with other academic credentials should inquire about special consideration.

All instruction in the US Business Law Academy will take place in English, and students should anticipate being called upon to speak in class.  

Individual applications to the US Business Law Academy may generally be submitted via the website as early as the Fall of the year prior to that in which the program will be presented.  Completed applications will be reviewed soon after they have been submitted, on a rolling basis, for so long as spaces in the program remain open.

Cancellation by Columbia.  In the event that Columbia cancels the program, the Law School will refund 100% of all program fees received from participants in the applicable program. 

Cancellation in the event of a health emergency, or if a U.S. visa cannot be obtained.  In the event of a documented health emergency, or that an in-person applicant makes timely efforts but is unsuccessful in obtaining a U.S. visa in time to attend the program, Columbia will refund 100% of all program fees received.

Cancellation by the participant by June 1. In response to a request received on or before June 1 from any individual who wishes to withdraw from the program, the Law School will refund all program fees received.

Cancellation by the participant after June 1. Absent Columbia's prior approval, no refunds are possible after June 1 to an individual who wishes to withdraw from the program.

Refunds.  Different cancellation terms may apply to groups with which the Law School has made separate arrangements.  Payments made by credit card during the prior 60 days will be promptly credited back to the same account; other payments may take up to 90 days to process.

The Law School reserves the right to revise the content, instructors, manner of instruction, and format of the program at its sole discretion. 

Students participating in the U.S. Business Law Academy will need to comply with Columbia University's then-applicable COVID protocols.

As of January 2022 (subject to change), these require full vaccination with a WHO-recognized vaccine, online training, acceptance of the "Columbia Compact", and daily attestations via a downloaded Columbia University app.  Detailed instructions will be provided to registered participants.

Columbia University will sponsor participants for a J-1 (Exchange Visitor) visa, which is required to enter the U.S. for this program.  The J-1 visa allows travelers to enter the U.S. up to 30 days before the start of the program, and leave up to 30 days after it has ended.

The 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.