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. Jim has served as Maryland corporate counsel to Arden Realty, Town and Country Trust, Bedford Properties, MeriStar Hospitality, Prentiss Properties, Pan Pacific, Reckson and, more recently, Sears Holdings, Vornado Realty Trust, Brixmor Property Group, InfraREIT, Equity Office Properties, Innkeepers USA Trust and Eagle Hospitality in their mergers or spin-offs, 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.
For over 20 years, Jim was a Visiting Senior Lecturer of Management at the S.C. Johnson Graduate School of Management at Cornell University and an Adjunct Professor of Law at Cornell Law School, where he taught securities regulation, mergers and acquisitions and corporate governance. For over 15 years, Jim was also a Senior Lecturer at Northwestern Law School, where he taught mergers and acquisitions and corporate governance. Since 2015, he has been Distinguished Visiting Professor from Practice at the University of Maryland Law School. He has also taught classes in corporation law at various law and business schools in the United States, the Republic of Georgia, Guatemala, the Republic of South Africa and Zambia and at the Institute of Law in Beijing. From 1996 through 2014, Jim 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 from 2006 through 2015. During the Fall, 2003, he was Commerzbank Visiting Professor of Law at Bucerius Law School, in Hamburg, Germany, and has taught there several times since then. In 2008, Jim received the inaugural Lifetime Achievement Award of the Maryland State Bar Association Section of Business Law, which was subsequently named in his honor. In 2012, he was the fifth (and first American) recipient of the Honorary Medal of Bucerius Law School, presented by the former Chancellor of the Federal Republic of Germany, Helmut Schmidt, and also was elected to first place in The Daily Record’s Leadership in Law Award for 2012. In 2015, Jim received the Distinguished Graduate Award from the University of Maryland Law School.
Jim is a member of the Committee on Corporate Laws of the Section of Business Law of the American Bar Association and previously served on the Committee from 1984 to 1990 and from 1996 to 2002. For more than 30 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.