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.

This negotiation workshop provides students with 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 US Business Law Academy is presented in-person on the iconic campus of Columbia University in the City of New York. 

A limited number of University-owned housing units are available on a first-come, first-served basis.  Those interested in staying on the Columbia campus are strongly encouraged to apply early.  

The U.S. Business Law Academy, designed for law students but open to practitioners and others as well, is an engaging educational and cultural experience with 48 hours of academic content on select topics in U.S. legal institutions and business law. Courses are taught by preeminent scholars from Columbia and other world-renowned institutions. The Academy is intended as a broad yet challenging introduction for motivated students rather than a rigorous course of advanced academic or professional training.

The Academy offers an engaging educational, social, and cultural experience capped by a Certificate of Attendance from Columbia University.  Participants experience interactive learning to increase their knowledge, connect with prominent New York attorneys, live and learn with about 100 similarly minded students from more than 25 countries, and delve into American culture by exploring New York City. Participants also receive advice about career strategies and graduate legal study in the United States, offering excellent preparation for those considering further studies in a leading global graduate program. Comments from past USBLA participants:

• "I loved the chance to interact with leading experts and network with people from all over the world."
• "The faculty were world-class and the materials were amazing."
• "It was a good introduction to the common law system and enhanced my understanding of U.S. corporate law and business structure."
• "It’s a great way to get to know new people and discover New York City and the Columbia campus."

The U.S. Business Law Academy is designed primarily for global law students with an interest in U.S. legal institutions and business law, but it 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. university 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.

Typically, approximately 75% of participants are students currently enrolled in a first university degree program and in recent years the average age has been approximately 22.

The U.S. Business Law Academy will take place on the Columbia University campus over three weeks, starting with a Welcome Reception on Sunday, July 6, 2025 and ending with a Closing Reception on Friday, July 25, 2025.

The three-week program will feature an introductory survey of four select topics related to U.S. legal institutions and business law, each taught by a preeminent scholar affiliated with Columbia or another world-renowned institution. All students will take each of the modules together, following the same program of study. Typical of U.S. legal education, faculty may 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; however, classroom attendance and participation are prerequisites for receipt of the Columbia University Certificate of Attendance.

In addition to academic lectures, the U.S. Business Law Academy will include  social and networking events in New York City and on the Columbia University campus; practice-oriented lectures by prominent New York attorneys; and presentations by senior law school administrators regarding Columbia's graduate degree programs.

Courses may 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. All students are expected to read the course materials in advance of class and come prepared to discuss.

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.

The U.S. Business Law Academy does not offer Columbia University academic credit. All participants who satisfy class attendance and other expectations will receive a formal Statement of Participation from Columbia Law School, bearing the signature of the Dean of the Law School and the Dean for International and Comparative Law programs.

Academic Credit
Columbia Law School does not award credit for participation in the U.S. 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].

Exam Policy
The U.S. Business Law Academy courses do not include examinations or any other assessment methods.

Attendance and Participation
Consistent class attendance and active participation are central to the Socratic Method of teaching, which is the basis of the U.S. Business Law Academy and, more generally, much of U.S. legal education.  Students in the U.S. 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 Participation is contingent on a participant’s satisfaction of these requirements.

The US Business Law Academy will focus on U.S. business law and legal institutions and is intended to provide participants with a broad educational, social, and cultural experience rather than a rigorous course of academic or professional training. Courses are structured to be both accessible and interesting to students with a wide range of backgrounds. However, participants ideally should have completed at least the initial year(s) of a first university degree in law or a related discipline. Exceptions to this admissions requirement may be granted after contacting [email protected]. 

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 at [email protected] about special consideration.

All instruction in the U.S. Business Law Academy will take place in English. While there is no formal English language assessment or testing required for admission, students should be comfortable English speakers and students should anticipate being called upon to speak in class.

Individual applications to the U.S. 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.  If Columbia cancels the program, the Law School will refund 100% of all program and housing fees received from participants. 

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 if a timely effort to obtain a U.S. visa is unsuccessful, Columbia will refund 100% of all program and housing 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, less the initial non-refundable deposit.

Cancellation by the participant after June 1. Absent prior approval from Columbia Law School, no refunds are possible after June 1 to any 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; refunds of wire transfers and other forms of payment may take up to 90 days or more to process.

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

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.

Participants are required to acknowledge that they have adequate health insurance coverage by submitting a Medical Insurance Acknowledgement Form.

The overall fee for the program is $8,500 with housing or $6,500 without housing.  Early Bird discounts of $1,000 are available for applications submitted by January 15.  (Other discounts may be available for partner school applications submitted by December 15.)

All participants are asked to pay a non-refundable deposit of $2,500 (if requesting on-campus accommodation) or $500 (if not requesting on-campus accommodation) within two weeks of being invited to join the program.

The balance of the program fee will then be due on June 1.