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. 

To Come 

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.

To Come

The U.S. Business Law Academy will be presented online in 2021. The in-person program returns in 2022.

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.

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 online programming will take place over three weeks, starting on Tuesday, July 6, 2021 and ending on Thursday, July 22, 2021.  Online academic instruction will begin on Tuesday, July 6 and end on Thursday, July 22.

The 2021 U.S. Business Law Academy is presented online only. 

The 2022 program will offer the option for an in-person format on the iconic campus of Columbia University in the City of New York, as well as online.  In 2022 the in-person 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.

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; 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 made independent arrangements to receive academic credit from their home institutions.  For details, 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 in-person and/or online program, the Law School will refund 100% of all program fees received from participants in the applicable program. 

Cancellation if a U.S. visa cannot be obtained.  In the event 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 either the in-person program or the online program, the Law School will refund all program fees received.

Cancellation by the participant after June 1. In response to a request received after June 1 by any individual who wishes to withdraw from the in-person program, the Law School will refund all program fees received less the amount of the program fee for the online program (to which the participant will automatically be invited). Unless Columbia gives prior approval, no refunds are possible after June 1 to an individual who wishes to withdraw from the online 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.