Jim advises public companies, boards of directors and committees on Delaware corporation law issues, including corporate governance and fiduciary duties.
In his practice, he advises on corporate governance issues under Delaware law, including in the areas of proxy contests, oversight and compliance, director and officer indemnification and director compensation.
Drawing on his experience with private company financings and acquisitions, he also counsels boards and committees of independent directors on merger and acquisition transactions. His clients hail from a range of industries, including the energy, manufacturing, financial services, media, healthcare, and technology sectors.
Since 2015, Jim has served as a member of the Corporation Law Council of the Delaware State Bar Association and is currently its Vice Chair. In that role he assists with drafting amendments to the Delaware General Corporation Law (DGCL). He is a member of the ABA Corporate Laws Committee, which is responsible for drafting amendments to the Model Business Corporation Act.
He frequently advises independent directors on conflict transactions, and routinely speaks with law firms, bar organizations and clients about director fiduciary duties and director risk/liability issues. Since 2006, he has co-authored a series of articles to annually chronicle the amendments to the DGCL. Jim also served on a committee that drafted the Annotated Model Certificate of Designations for Preferred Stock of a Public Corporation, which is a publication of the Business Law Section of the American Bar Association.
Since 2020, Jim has been selected for inclusion in The Best Lawyers in America, and designated “Lawyer of the Year” for mergers and acquisitions law in the 2021 edition. He has also been mentioned in The Legal 500 US for M&A work as Delaware counsel.
News & Insights
Client Alert, 02.18.2025On Monday, February 17, 2025, the General Assembly publicly released proposed amendments to the Delaware General Corporation Law (“DGCL”). The amendments, which we refer to as the “Balancing Amendments,” are intended to rebalance certain aspects of Delaware law relating to conflict transactions, controlling stockholder liability, and books and records demands.
Honors & Recognitions
The Legal 500 US, mentioned in M&A Delaware counsel, 2019-2021
The Best Lawyers in America, listed in Delaware mergers and acquisitions, corporate law, and corporate governance law, since 2020
Professional & Civic
American Bar Association (Business Law Section, Corporate Laws Committee)
American College of Governance Counsel
Delaware State Bar Association (Council of the Corporation Law Section, vice chair)
Society for Corporate Governance
Clerkships
- Law Clerk to the Honorable E. Norman Veasey, Delaware Supreme Court, 2002-2003
Education
University of Virginia School of Law, JD, 2002
University of Delaware, BA, 1999
Admissions
- Delaware, 2002
Jim is the vice chair of the drafting committee responsible for updating the Delaware General Corporation Law (DGCL).