James J. Hanks, Jr.

James Hanks

Jim Hanks is widely regarded as one of Maryland's leading corporate lawyers. Jim has advised clients on Maryland corporation law for decades. He 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 Hanks received his A.B. from Princeton University; his LL.B. from the University of Maryland Law School, where he was an editor of the Maryland Law Review; and his LL.M. from Harvard Law School. For a year after receiving his LL.B., Jim was law clerk to Judge Charles Fahy of the United States Court of Appeals for the District of Columbia Circuit.  Jim is also a Distinguished Visiting Professor from Practice at the University of Maryland School of Law.

For more than 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 more than 15 years, Jim was also a senior lecturer at Northwestern Law School, where he taught 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 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 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 fall 2003, he was Commerzbank Visiting Professor of Law at Bucerius Law School, in Hamburg, Germany, and has taught there several times since.

Jim is an elected 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 is the author of Maryland Corporation Law (all editions), the only current treatise covering all aspects of Maryland corporation law and practice. In addition, he is the co-author, with former Stanford Law School Dean Bayless Manning, of Legal Capital (3rd and 4th editions), which examines the origin, history and practical unworkability of par value, stated capital and other components of legal capital in the owners’ equity corner of balance sheets.  Jim has also been a drafter of the Corporate Director's Guidebook (3rd , 4th , 5th, and 7th  editions), the Fund Director's Guidebook (all editions), and is editor of the current and prior two editions of the Handbook for the Conduct of Shareholders' Meetings.


Government Experience

    Representative Clients

    • Alexandria Real Estate Equities
    • Brixmor Property Group
    • Eagle Hospitality
    • Equity Office Properties
    • Huntington Bancshares
    • InfraREIT
    • Kimco Realty
    • Macerich
    • NCR Corporation
    • Seritage
    • Stanley Works
    • Tapestry
    • VEREIT
    • VICI Properties
    • Vornado Realty Trust




    • LL.M. Harvard Law School 1969
    • LL.B. University of Maryland School of Law 1967
      • Editor, Maryland Law Review
    • A.B. Princeton University 1964

    Bar Admissions

    • Maryland

    Clerk Experience

    • Honorable Charles Fahy U.S. Court of Appeals for the District of Columbia Circuit 1967 - 1968

    Professional Memberships and Activities

    • Member, American Law Institute
    • Author, Maryland Corporation Law
    • Co-author, Legal Capital


    • Chambers USA
      • Senior Statesperson, REITs: Maryland Counsel, Nationwide, 2020 – 2024
      • Senior Statesperson, Corporate/Mergers & Acquisitions, Maryland, 2019 – 2024
      • Star Individual, REITs: Maryland Counsel, Nationwide, 2014 – 2019
      • Capital Markets: REITs (Band 1), Nationwide, 2010 – 2013
      • Corporate/Mergers & Acquisitions (Band 1), Maryland, 2010 – 2018
    • Chambers Global
      • Capital Markets: REITs: Maryland Counsel (Band 1), 2014
      • Capital Markets: REITs (Band 1), 2011 – 2013
    • The Best Lawyers in America
      • Corporate Governance and Compliance Law, Corporate Law, Mergers and Acquisitions Law, and Securities/Capital Markets Law, 2006 – 2017, 2019 – 2024
      • Lawyer of the YearMergers and Acquisitions Law, Baltimore, 2022
      • Lawyer of the Year, Corporate Law, Baltimore, 2014, 2018, 2021
      • Lawyer of the Year, Corporate Governance and Compliance, Baltimore, 2011, 2013
      • Lawyer of the Year, Corporate Governance Law, Baltimore, 2014, 2018, 2021
    • Legal 500
      • Leading Lawyer, Real Estate Investment Trusts (REITs), 2018 – 2021, 2023 – 2024
      • Real Estate Investment Trusts (REITs), 2011 – 2017
    • University of Maryland School of Law, Distinguished Graduate Alumni Award, 2015
    • Bucerius Law School, Medal of Honor, 2012 (First American recipient; the award was presented by former German Chancellor Helmut Schmidt in Hamburg)
    • The Daily Record, Leadership in Law Award, First Place, Maryland, 2012
    • Maryland State Bar Association, Section of Business Law, Lifetime Achievement Award for Outstanding Lifetime Contribution to the Practice of Business Law, 2008 (Inaugural recipient; the award was subsequently named in his honor)
    • Who’s Who Legal, Corporate Governance, 2011, 2017 – 2020
    • Expert Guides
      • Best of the Best and Best of the Best USA, 2014
      • Banking, Finance and Transactional Law, 2014
    • Super Lawyers
      • Attorney Top List, Business/Corporate, Baltimore, 2013
      • Maryland, 2021 – 2023
    • Martindale-Hubbell, AV® Peer Review Rated