Baltimore, Maryland 21202
In private practice, Jim represents publicly- and privately-held corporations and other entities in a wide variety of general corporate law and governance matters, securities offerings and other capital markets transactions. Jim has advised buyers or sellers in more than 250 mergers or acquisitions, including many valued at more than one billion dollars. In recent years, Jim has served as Maryland corporate counsel to Capital Automotive, Arden Realty, Town and Country Trust, Bedford Properties, MeriStar Hospitality, Prentiss Properties, Pan Pacific, Reckson and, most recently, Equity Office Properties, Innkeepers USA Trust and Eagle Hospitality in their mergers, as well as to General Growth Properties, 3M, Huntington Bancshares and Stanley Works in acquisitions by them. He has also represented parties in cross-border mergers and acquisitions, joint ventures and other transactions. In addition, Jim advises open- and closed-end investment companies and their directors on matters of Maryland law. Jim regularly serves as independent counsel to boards of directors and board committees of REITs and other major U.S. corporations and as an expert witness in connection with significant transactions, stockholder litigation, conflicts of interest and corporate governance issues. Jim also advises governments on revision of their corporate and securities laws.
Jim is Senior Lecturer at Northwestern Law School and Visiting Senior Lecturer of Management at Cornell Graduate School of Management, where he has taught securities regulation, mergers and acquisitions and corporate governance. He has also taught classes in corporation law at various law and business schools in the United States, the Republic of South Africa and Guatemala and at the Institute of Law in Beijing. Since 1996, Jim has taught a course in U.S. and European corporate law and governance at the Cornell Law School-Université de Paris 1 (Sorbonne) Summer Institute in Paris. Jim has also taught Corporate Law and Governance in the Northwestern Law School-Instituto de Empresa Executive LL.M. program in Madrid since its first year in 2006. During the Fall, 2003, he was Commerzbank Visiting Professor of Law at Bucerius Law School, in Hamburg, Germany, and has taught in the international program that year and again in 2005 and 2007; since 2008 he has taught in the Masters of Law and Business program.
Jim was a member of the Committee on Corporate Laws of the Section of Business Law of the American Bar Association from 1984 to 1990 and from 1996 to 2002. He was a liaison to the Committee from 2002 through 2009. For many years, Jim has been actively involved in the revision of the Model Business Corporation Act, the Maryland General Corporation Law and the Maryland REIT Law. Jim has also been a drafter of the Corporate Director's Guidebook (3d, 4th and 5th eds.) and the Fund Director's Guidebook (all editions) and is Co-Editor of the Handbook for the Conduct of Shareholders' Meetings.
|Areas of Practice||1) Corporate Finance and Securities, 2) Corporate, 3) Mergers and Acquisitions, 4) Maryland Corporate Law and 5) Finance|
|Law School||Harvard Law School (LL.M., 1969)|
|Education||Princeton University (A.B., 1964)|
|Bar Member / Association||Maryland State Bar Association|
|Most recent firm||Venable LLP|
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