Global Law and Business Seminar

[Please note: For 2024, "U.S. Corporate Law in an International Perspective" has been replaced by "Deals: The Law and Economics of Transactions".]

The Global Law and Business Seminar offers 16 hours of academic content focused on three subjects:  Topics in International Arbitration, Deals: The Law and Economics of Transactions (for both lawyers and corporate managers), and (primarily for corporate managers) Get the Deal Done!  Cross-Border M&A Deals Under NY Law.  Participants in this non-credit program choose one of these subjects and receive an official Statement of Participation from Columbia Law School upon completion.

The program is designed for global business lawyers, corporate managers, arbitration professionals, and other business leaders, with modules taught by a mix of preeminent scholars and deeply experienced practitioners who are affiliated with Columbia Law School and other world-renowned institutions.

A first university degree in a related discipline is generally required. In recent years the average age of participants was approximately 32.

Key Points

Note: Columbia Law School also hosts the US Business Law Academy (USBLA), a separate three-week summer program comprised of four modules focused on US business law.  The USBLA is intended for law students and legal practitioners, and offers 48 hours of academic instruction on US legal institutions, negotiation, corporate governance, and transactions.

[Please note: For 2024, "U.S. Corporate Law in an International Perspective" has been replaced by "Deals: The Law and Economics of Transactions".]

Deals: The Law and Economics of Transactions (Schizer)

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.

Get the Deal Done! Cross-Border M&A for Global Executives and Lawyers (Cánovas)

This short course is specifically designed for global corporate managers and other business-oriented professionals, but international business lawyers are welcome to attend as well.

It offers a practical introduction to the key issues that come into play in NY law-based cross-border deals. The material is approached from the perspective of a non-U.S. business executive who wishes to understand the dynamics of doing deals in the U.S., with U.S. counterparts, or simply under NY law.  (The majority of major cross-border M&A transactions are based on NY law, regardless of the actual origin of the parties.)

We will begin with an overview of a deal cycle and discuss the main themes that come-up in international transactions, such as how to integrate political and regulatory considerations in the deal terms and how to balance risk.  We will then turn to discussing the growing importance of Environmental, Social, and Governance (ESG) criteria to the investment community and its impact on deal making.  At the end of the course, we will focus on corporations as “good actors” and how to integrate ESG in the daily operation of businesses.

Each of the four sessions will combine a hands-on approach to doing business and will include a 30-minute interview with an experienced executive in the area we will be discussing.  In one session, we will conduct a hands-on negotiation workshop based on a real-world matter:  the break-up of a joint venture spanning multiple countries in Latin America. 

Guest speakers: (Speakers for the 2024 program are still unconfirmed.  Past speakers are listed below for illustrative purposes only.)

• Monday
  Brett Barragate (Chair of the Americas Region, Jones Day’s Financial Markets Practice). Jones Day is one of the largest law firms in the world with more than 41 offices and 2,500 lawyers.
   
• Tuesday
  Amy Becker (Head of Growth Strategy, Waterlogic). Waterlogic is a global designer, manufacturer, and distributor of water dispensers. With more than 3,200 employees in more than 70 countries, it is headquartered in Maidenhead, United Kingdom.
   
• Wednesday
  Mario Fernandez (Head of Catalyst, Breakthrough Energy). Prior to his leadership position at Breakthrough Energy, Mario co-founded Chicora Energy LLC, an energy transition investment platform, and was the head of Latin America Energy Principal Investments of Macquarie Capital. Macquarie is a global financial services group headquartered and listed in Australia.

• Thursday
  Carin-Isabel Knoop (Executive Director, Harvard Business School Case Research & Writing Group). Carin is the co-author with John Quelch of “Compassionate Management of Mental Health in the Modern Workplace” (Springer, 2019).
  
  Paloma Valor (Of Counsel, Jones Day). Prior to joining Jones Day in 2022, Paloma served as Chief Trust and Global Compliance Officer at IBM. IBM is one of the world’s largest global technology companies. It is headquartered in Armonk, New York.

Topics in International Arbitration (Saiz)

This short course is designed for international corporate lawyers, but litigators and others are welcome to attend as well.

It offers a practical introduction to the key issues that business lawyers should anticipate when structuring cross-border commercial and investment agreements, so that their clients will be well-informed and well-positioned regarding international arbitration in the event of any future disputes.  The material is approached from the perspective of a non-specialist business attorney who wishes to understand the basics of how their current practice may be impacted by the possibility of international arbitration in the future.

The importance of alternative methods of dispute resolution (“ADR”) in the international arena has steadily increased in the recent past. ADR often allows the parties involved in a dispute to reach resolution earlier and with less expense than traditional litigation. In particular, international arbitration has become one of the most important methods for resolving international commercial disputes and is the leading mechanism for resolving investment law disputes.

As a result, the purpose of this 16 hour course is that students:

1. Learn about the characteristics that make international arbitration an attractive option for dispute resolution;
    
2. Develop a critical understanding of when it is advisable to use it;
    
3. Learn the sequential phases of an international arbitration, from the design of an arbitration agreement through the enforcement of an award;
    
4. Are introduced to more advanced procedural issues (such as the taking of evidence in international arbitration, the emergency arbitrator, the relevance and use of expedited proceedings, amongst others);
    
5. Are introduced to the fundamentals of investment arbitration, a field of international law which allows private parties to resort directly to international arbitration against States for wrongful acts committed against their investments. In particular, we will explore where investment arbitration stands today, and we will examine the substantive standards and relevant procedural issues arising in investment arbitration. 

 
Course Schedule

• Monday
  Morning: Introduction to international commercial arbitration
  Afternoon: Introduction to international commercial arbitration
   
• Tuesday
  Morning: Introduction to international commercial arbitration
  Afternoon: Introduction to international commercial arbitration
   
• Wednesday
  Morning: Advanced procedural issues in international commercial arbitration
  Afternoon: Advanced procedural issues in international commercial arbitration
   
• Thursday
  Morning: Investment arbitration
  Afternoon: Investment arbitration
   

David M. Schizer
(Columbia Law School)

David M. Schizer is Dean Emeritus and Harvey R. Miller Professor of Law & Economics. He served from 2004 to 2014 as the youngest dean in the history of Columbia Law School.  One of the nation's leading tax scholars, his research also focuses on nonprofits, energy law, and corporate governance. He is the author of How to Save the World in Six (Not So Easy) Steps: Bringing Out the Best in Nonprofits. 

Schizer is a founder and co-director of the Richard Paul Richman Center for Business, Law, and Public Policy, a founder and co-chair of the Center for Israeli Legal Studies, and a founder and co-chair of the Charles Evans Gerber Transactional Studies Center. 

Schizer has won the Willis L.M. Reese Prize for Excellence in Teaching and has served as a visiting professor at Yale, Harvard, Georgetown, Tokyo University, Hebrew University, the Interdisciplinary Center in Herziliya, and Ono Academic College.

Patricia Saiz
(ESADE Law School)

Patricia Saiz is a faculty member at ESADE Law School, where she teaches commercial and investment arbitration. In addition, she is a professor at the CIDS/MIDS and a lecturer at Columbia Law School’s U.S. Business Law Academy. She is also a regular guest speaker at Harvard Law School.
 
Professor Saiz acts as president, party-appointed and sole arbitrator in domestic and international arbitrations. She is also a member of the ICC International Court of Arbitration. She has been recognized in a number of rankings, particularly by Chambers 2023, WWL Arbitration 2023 and Leaders League Spain’s Best Arbitrators 2023.
 
Before becoming an arbitrator, Professor Saiz practiced as counsel in the U.S. for more than 10 years. During that time, she represented numerous multinationals and governments in international commercial, investor-state and state-to-state arbitrations, under the ICC, ICSID, LCIA, and UNCITRAL rules.

Professor Saiz is trained both in common law (LL.M. at Harvard Law School) and civil law (J.D. equivalent at ESADE Law School), and she is admitted to practice in New York, Washington D.C., and Spain. She speaks English, Spanish, French, Portuguese, and Catalan, and has a working knowledge of German.

María Luisa Cánovas
(Canovas Law PLLC)

A partner in top U.S. law firms for nearly twenty years, Maria Luisa Cánovas has been ranked for more than a decade as a leading New York lawyer for M&A in Latin America by, among others, Chambers Latin America (2022), Chambers Global (2022), The Legal 500 Latin America (2022) and Latinvex “Top 50 Female Lawyers in Latin America.”  Spain’s Expansion Juridica recently listed her as one of the top Spanish lawyers practicing in the United States.
 
Over the course of her career, Professor Cánovas has worked extensively with public companies such as Sanofi, PepsiCo and News Corporation; private equity funds such as Macquarie, Hicks Muse and Playa Hotels & Resorts; and Latin-American based companies such as Betesh International and Cabcorp.  Since launching a boutique practice in 2022, Professor Cánovas has continued to work for long-standing clients and taught several M&A courses at Columbia Law School. She has also held visiting posts at various other academic institutions including Strathmore University (Kenya) and Universidad Panamericana (Mexico).
 
In addition to advising corporate clients and world-wide teaching assignments, Professor Cánovas has  been dedicated to pro-bono service and diversity-related matters throughout her career. She is a member of the Board of the Queen Sophia Institute, the US-Mexico Bar Association, and the Finance Committee of the Brooklyn Public Library.

General Information about the Global Law and Business Seminar

The overall fee for the program is $2,700 with housing or $2,200 without housing.

All participants are asked to pay a non-refundable deposit of $700 (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.

This deposit will be credited towards the overall program fee. Program fees cover the costs of the academic program and materials, non-academic programming, networking opportunities, and (as applicable) single-occupancy housing in Columbia University student residence halls. It is highly recommended that participants take advantage of the housing offered on the Columbia University campus.  Columbia 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.