Your Future Starts Here

Spend one summer—12 weeks—studying in residence at the University of Michigan Law School in Ann Arbor, Michigan.

This is an intensive, rigorous residential program specially designed for credentialed lawyers seeking to elevate and expand their careers in international corporate law.

MACL is Designed For

  • Early-to-mid-career lawyers working in a law firm, in-house, or in a government agency (anywhere in the world).
  • Professionals in legal-adjacent roles handling transactions work (in civil or common law jurisdictions).
  • Executive-level corporate professionals working on transactions or U.S. securities regulation.

MACL Can Help You

  • Obtain in-depth knowledge of corporate law and securities regulation.
  • Specialize or change your career focus.
  • Deepen your expertise in IPOs, private placements, Rule 10b-5 litigation, public company and transnational M&As, and more.

Questions?   Apply Now

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Juan Felipe Jaramillo Castillo, MACL 2019

I recommend MACL without hesitation. The MACL program changed how I understand the law and advise my clients. It gave me practical and academic skills to solve not only legal problems, but also business problems. Taking the MACL program has been one of the best decisions of my life.

Juan Felipe Jaramillo Castillo, MACL 2019

MACL Program of Study

Taught by Michigan Law faculty members and scholars from around the globe, the MACL degree’s coursework and writing programs offer rich preparation for future leaders in transnational corporate practice.

The 20-credit program of study is split into three four-week "sessions." Over the course of these sessions, students participate in a required research seminar, three mandatory courses, three elective courses, and a writing and research project.

The required seminar and writing project span the length of the program, while the other three required courses meet for four weeks each. Students choose three electives—one per session.

The classroom experience is augmented by extracurricular events, such as discussions with legal academics and practicing lawyers, individual matching with faculty for assistance on the writing requirements, networking opportunities with Michigan Law School alumni, and social activities that foster long-lasting collegial relationships.

Course Catalog     Class Schedule

Session 1

  • US Corporate Law in a Global Context (Required)

    This course is geared to successful mid-career legal professionals who are interested in gaining advanced knowledge of new and important corporate law issues arising in the US and their implications for global legal practice.

    We begin with a brief overview of the standard concerns of corporate law and corporate liability, the typical forms of business organization, creditor protection, and some accounting and financial concepts.

    We then explore regulation of the voting processes and structures under US corporate law. This includes discussion of judicial attempts to curtail manipulative voting practices as well as relatively recent developments, such as shareholder activism and the drive toward long term sustainable value being espoused by many of the world's largest asset managers. This has implications for global corporate legal practice, which we begin to sketch out.

    We follow this with a discussion of the typical fiduciary duties in corporate law—the duties of loyalty and care. We explore how the US is similar, and different, to other parts of the world with respect to these duties. This will also involve discussion of corporate, managerial, and directorial responsibility for preventing and/or responding to corporate wrongdoing and criminality.

    We explore corporate criminal liability, the growth of compliance and the rise of internal investigations and the implications—both legal and ethical—for corporate lawyers in the US and around the globe. We round out the course with a few special topics.

  • Corporate Compliance in a Global Context (Elective A)

    This 2-credit course will provide an overview of corporate compliance as it pertains to multinational corporations. It will examine the relevant American and international regulations affecting global business including, but not limited to, the Foreign Corrupt Practices Act, the UK Bribery Act, Sarbanes-Oxley, Dodd-Frank, anti-money laundering rules, and data privacy constraints.

    This course will also cover issues related to enforcement of these regulations and potential dispositions for violations including internal investigations, voluntary disclosure, non-prosecution agreements, deferred prosecution agreements, declinations with disgorgement to the Department of Justice or foreign regulators, settlement procedures and collateral consequences in the US and abroad.

    Finally, this course will discuss the necessary components of a compliance program.

  • International Corporate Governance and Investment Banking (Elective B)

    This course will introduce students to the corporate governance and finance and capital market laws and best practices of various jurisdictions and to the role of international economy and politics in those areas through readings and analysis of relevant materials, including empirical studies on the corporate ownership and capital market structure.

    The course will begin with an introduction to corporate governance in general and comparative corporate governance in particular as a new discipline of legal scholarship in the United States and in other countries. Students will study the current state of comparative corporate governance research by examining law review articles and other academic materials, as well as documents drawn from the actual practice of corporate governance and finance. The convergence in corporate governance discussions will be the focus of this part of the course, and the various approaches of the contemporary corporate governance theories will be reviewed.

    Then, the class will study theory and practice of cross-listing and cross-border mergers and acquisitions to understand the two major forces of global convergence of corporate governance and finance. The class will cover the issues of international regulatory competition and arbitrage, cross-listing and bonding hypothesis, and international implications of the US Sarbanes-Oxley Act and Dodd-Frank Act. The role of the global investment banking institutions and investment professionals in corporate governance and finance will also be discussed with some illustrative cases on cross-border mergers and acquisitions and reincorporation, including Gucci, Vodafone, ArcelorMittal, News Corporation, and DaimlerChrysler.

    After that, the instructor will draw introductory studies on corporate governance from Germany, Switzerland, Sweden, Russia, China, Japan and Korea, and explore with the students how and why the respective corporate and securities laws of these countries are converging with those of the United States. The class will also look into corporate governance of some representative international companies in those jurisdictions, including Volkswagen, Gazprom and Novartis, and family-controlled public companies in those jurisdictions, including Porsche, BMW, Wallenberg Group, Hyundai Motor and Samsung Group.

    In addition, the course will address corporate environmental and social responsibilities through studying such recent cases as Papa Johns, Korean Air, and Darden Restaurants, and analyzing stewardship codes around the world and their impacts on the shareholders' meeting, and evaluating BlackRock's new ESG policy statement.

    With that, the course concludes discussing the role of corporate governance in social developments in emerging jurisdictions.

Session 2

  • US Securities Regulation in a Global Context (Required)

    This is an introductory US securities regulation course focusing on the Securities Act of 1933 and, to a lesser extent, the Securities Exchange Act of 1934.

    The course will examine securities offerings and the registration process for both issuers and control parties under the Securities Act, reporting requirements under the Exchange Act, and liability for false or misleading disclosure in both situations, all under both the Securities and Exchange Acts as well as the Private Securities Litigation Reform Act of 1995, the Sarbanes-Oxley Act of 2002, the 2005 offering reforms, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Jumpstart Our Business Startups Act of 2012.

  • Cross-Listings in Global Securities Markets (Elective A)

    Stock exchanges around the world compete to list firms. An important feature of international securities markets is the phenomenon of “cross-listings.”

    In a cross-listing, a firm lists its shares for trading on more than one stock exchange. Typically, a cross-listed firm will list both on its domestic stock exchange and on one or more foreign exchanges but that need not be the case. The Chinese tech giant Baidu is listed on NASDAQ in the United States, but also later listed in Hong Kong. Cross-listing involves important economic dynamics. Stock exchanges compete along various dimensions, including governance and market structure, to attract listings.

    Corporations may seek optimal regulatory environments as well as to signal quality governance through their listing decisions. This course will examine the legal and regulatory processes involved in cross-listings, the empirical debates involving them, and the impact of cross-listings on international corporate governance.

  • Cryptocurrencies and the Law (Elective B)

    This course examines the regulation of cryptocurrencies and their market structure. Its focus lies in: (i) understanding the technological basics of cryptocurrencies (including stablecoins), notably Bitcoin and its blockchain, and their trading mechanics; and (ii) developing a sophisticated account of the wider financial ecosystem, known as decentralized finance (defi), that has arisen around crypto-concepts.

    In analyzing cryptocurrencies and their related markets, the course is designed to help students more fully understand the risks and benefits of crypto-markets with a view to critically surveying prevailing regulatory approaches both in the United States and abroad. In exploring cryptocurrencies and their markets, the course straddles the intersections of financial market structure, consumer protection, platform design, and financial stability. 

     

Session 3

  • US Corporate Mergers and Acquisitions in a Global Context (Required)

    This course focuses on the role of law and lawyers in the evaluation, design and implementation of corporate acquisitive transactions, including mergers, asset sales, and stock sales. Primary attention will be devoted to corporate law issues relevant to mergers and acquisitions (both statutory and case laws) and important forms of private ordering, such as the allocation of risks through the acquisition agreement. We will also analyze relevant accounting, finance, tax, and international issues.

  • Antitrust Considerations in M&A Transactions (Elective A)

    This course will cover the competition law and antitrust issues that arise in M&A transactions. Topics will include reportability under the Hart Scott Rodino Act, "gun jumping," substantive standards for horizontal and vertical merger review, the process of working with clients, economists, and agency staff, merger remedies (including divestiture and conduct remedies), non-reportable transactions, and strategic considerations. Primary emphasis will be on US law and regulatory practice, with comparative notes.

  • Deals (Elective B)

    This course focuses on the common economic problems that drive deal structuring and deal contracting, both in the United States and internationally. Although deals vary in their details, they share common economic problems, such as issues of rent-seeking, moral hazard, and information asymmetry.

    This course introduces students to the economic tools necessary to evaluate alternative contractual regimes, including transaction costs, information economics, risk sharing and incentives, property rights, and finance. Then, it applies that knowledge to the evaluation of different real-world deals, with the particular deals selected to give students a range of subject matters in order to highlight a common set of problems and solutions that arises in multiple settings.

    In the past, Deals courses have included the study of mergers and acquisitions, securities offerings, venture financing, movie financing, spin-offs, international tax transactions, and securitizations, among others.

     

Research Colloquium

  • About the Research Colloquium

    The Research Colloquium provides support and enrichment for the MACL writing requirement. Curricular components include instruction on writing style, paper structure, and research resources.

    Much of the course is conducted as a workshop, in which students present abstracts of their independent writing projects and receive constructive feedback from their classmates and professors.

Certificate in Advanced Corporation Law

Interested in MACL but unable to spend an entire summer in Ann Arbor?

For those students who cannot spend the entire summer completing our MACL degree, we offer two certificate programs which can also develop expertise as an international corporate and transactions lawyer.

The Global Capital Markets Certificate provides for a concentration on U.S. and international securities regulation, while the Global Transactions Certificate focuses on U.S. and trans-border mergers and acquisitions.

MACL Admissions Guidelines

Applicants must be practicing lawyers or have a practicing-level law degree from the United States or abroad.

To apply, please submit your application via the website of the Law School Admissions Council (LSAC). If you prefer to apply to the University of Michigan Law School directly, instead of through LSAC, email us for instructions.

The best time to submit an application is September through January the year before your desired enrollment.

Applications will be reviewed on a rolling basis, and applicants are notified of decisions starting in February.

Apply via LSAC     Email Us

  • Application Checklist
    • Completed application form
    • Curriculum vitae or resume
    • Statement of purpose
    • Official transcripts (JD or LLB equivalent; advanced degrees, if applicable)
    • Two letters of recommendation
    • Application fee: $75 payable to the University of Michigan Law School by personal check drawn on a U.S. bank account. Alternatively, upon receipt of your application, we will send you instructions for payment by credit card.

    For Non-native English Speakers

    • Test scores from TOEFLIELTS, or Duolingo English Test
      (Note: the program accepts the special editions of TOEFL and IELTS designed for the pandemic.)
  • English Proficiency Requirement

    A high level of English proficiency in reading, writing, speaking, and listening is required as evidenced by an iBT TOEFL (minimum score of 100), an IELTS (minimum score of 7.0), or the Duolingo English Test (minimum score of 125).

    English Proficiency Testing Exceptions

    Applicants who are residents of Australia, Canada (other than Quebec), Ireland, New Zealand, the United Kingdom, or the United States (other than Puerto Rico) and who have completed a rigorous full-time program of at least three years of post-secondary education in one of these countries are not required to submit English test scores.

MACL Program Tuition and Fees

  • $43,800 for Michigan residents
  • $46,800 for non-Michigan residents

For estimated housing, living and health insurance costs, please see the MACL sample budget.

MACL Student Budget

Housing

Housing is not included as part of the program.

However, Ann Arbor’s summer sublet market is usually rather robust such that furnished and unfurnished apartments and houses may be found within walking distance of the Law School. Students admitted to the program will receive additional information to assist you with your housing search.

Aljohara A. Alghunaim, MACL 2019

Since my classmates came from various countries, we learned not only from top faculty, but also from each other about foreign jurisdictions and different cultural perspectives. By the end of the summer, we had family at Michigan Law and among our classmates. I left with unforgettable memories and great friends around the world.

Aljohara A. Alghunaim, MACL 2019 Attorney-At-Law, Mohammed Alshareef Law Firm, Saudia Arabia

Our Faculty

MACL faculty include some of the most celebrated corporate and securities law experts in the world, with expertise in U.S. corporate, securities, and M&A law and regulation and experience in major global law firms. 

Guangquan Xie, MACL 2019

MACL surpassed all my expectations. The courses were highly relevant and useful for us corporate lawyers, and the professors—experts of worldwide renown—taught us with passion for their subjects and sincere care for each student.

Guangquan Xie, MACL 2019 Senior Counsel, Bairui Law Firm, P.R. China