Course Materials

Materials for the U.S. Business Law Academy courses can be found by selecting the course title below. 

    Session 1: Introduction to Federalism and Separation of Powers
    Monday, July 10 (morning)

    Please read excerpts from the articles by the Congressional Research Service, Rosenthal & Joseph, the National Archive, and the Economist. These are all combined in a single document. Please also prepare answers to Discussion Questions #1, which will guide you to the important points in the reading and also will organize our discussion in class. You don't have to hand in the problem sheet but please be sure to have it with you in class.

    Session 2: Statutory Interpretation
    Monday, July 10 (afternoon)

    Please read excerpts from three cases, Holy Trinity, Yates, and Bostock. These excerpts are combined into a single file. Please also prepare answers to Discussion Questions #2. You don't have to hand your answers, but please have the problem sheet with you in class.

    Session 3: Impact Litigation: The Case Study of Ruth Bader Ginsburg
    Tuesday, July 11 (morning)

    Please read RBG as Nonprofit Entrepreneur (attached). Please also prepare answers to Discussion Questions #3, but you don’t have to hand in your answers.

    Session 4: Introduction to Private Law and Law & Economics
    Tuesday, July 11 (afternoon)

    Please read the article by Baird and the article by Posner, Conway v. O'Brien, and the following pages from Schizer, Red, White & Blue–and Also Green: How Energy Policy Can Protect Both National Security and the Environment, S. Cal. L. Rev.: pp. 102-06, 110-13, 124-126 (top), 128-29 (top), 133-34, 135-40, 149-52, 172 (bottom)-75 Grumman v. Rohr. Please prepare answers to the Discussion Questions #4, but you don’t have to hand them in.

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    • Beyond Winning: Negotiating to Create Value in Deals and Disputes, ​by Robert H. Mnookin, Scott R. Peppet, and Andrew S. Tulumello, 2000.
    • Ask for More: 10 Questions to Negotiate Anything, by Alexandra Carter, 2020

    Day 1: Welcome, Opening Exercises, Negotiation Theory

    Day 2: Negotiation Simulations

    Download the Syllabus

    Class 1 (Economic Theory; Shareholder Voting)

    Class 2 (Directors' Fiduciary Duties in Delaware Law)

    Class 3 (The Law and Ecomonics of Executive Compensation)

    Class 4 (Duties of Oversight: Risk Management and Compliance)

    Class 5 (Enforcement of Fiduciary Duties: Shareholder Litigation)

    Class 6 (Economic Reasons for Mergers; Transactional Structure and Related Legal Rules)

    Class 7 (Directors' Fiduciary Duties and the Sale of the Firm)

    Class 8 (Defensive Tactics and the Poison Pill)


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    I. Introduction: The Key Themes of Information & Incentives

    2. Mergers & Acquisitions

    3. Venture Capital

    4. Motion Picture Industry

    5. Residential Real Property

    6. Nonprofits: Information and Incentive Problems

    7. Nonprofits: Planning and Priorities

    8. Nonprofits: Buy-In and Accountability