Jim has advised clients on Maryland corporation law for decades. 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 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 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 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 has also been a drafter of the Corporate Director's Guidebook (3rd, 4th, and 5th eds.) and the Fund Director's Guidebook (all editions), and is co-editor of the first two editions of the Handbook for the Conduct of Shareholders' Meetings.