FacultyFaculty/Author Profile
James J. Hanks, Jr.

James J. Hanks, Jr.

Venable LLP

Baltimore, MD, USA


James J. Hanks, Jr. is a partner with the 600-lawyer firm of Venable LLP, with offices in Baltimore, Los Angeles, New York, San Francisco and Washington.  He 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.

Approximately 80% of all publicly traded REITs are formed under Maryland law.  Jim and his colleagues advise approximately 60% of this group, as well as privately-held REITs and other entities, on Maryland law in connection with REIT formations, equity and debt offerings, mergers and acquisitions, takeover defenses, stockholder litigation and corporate governance matters.  Jim has advised buyers or sellers in more than 250 mergers or acquisitions, many valued at more than U.S. one billion dollars (U.S.) each, including providing advice to Equity Office Properties Trust in its $40 billion sale to Blackstone, at that time the largest private equity buy-out and the largest real estate transaction in history; to The Hillshire Brands Company (formerly Sara Lee Corporation) in its sale to Tyson Foods, Inc. in 2014; and, in 2016, to the Special Committees of the Boards of Directors of Apollo Residential Mortgage, Inc. and JAVELIN Mortgage Investment Corp.  He has also represented parties in cross-border mergers and acquisitions, joint ventures and other transactions.  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.  He also advises foreign 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 has taught securities regulation, mergers and acquisitions and corporate governance.  Jim was also for many years a Senior Lecturer at Northwestern Law School, where he taught M&A and corporate governance.  In addition, he has taught short courses and classes in corporation law at various law and business schools in the United States, China, the Republic of Georgia, Guatemala, South Africa and Zambia.  From 1996 through 2014, Jim taught a course in U.S. and European corporate governance at the Cornell Law School-Université de Paris I (Sorbonne) Summer Institute in Paris and, from 2006 through 2015, a course in Corporate Law and Governance in the Northwestern Law School-Instituto de Empresa Executive LL.M. program.  During the Fall, 2003, he was Commerzbank Visiting Professor of Law at Bucerius Law School, in Hamburg, Germany, and has been a Visiting Professor of Law there for several years since then.

Jim is the author of the definitive 800-page treatise Maryland Corporation Law (published in 1990 and supplemented annually) and the co-author (with former Stanford Law School Dean Bayless Manning) of Legal Capital (Foundation Press, 4th ed. 2013).  He is also co-editor of the Handbook for the Conduct of Shareholders’ Meetings (1st and 2nd eds.).  Jim is the author of several law review articles and a frequent speaker on corporation law and governance issues, especially for REITs.  For more than 30 years, he has been actively involved in the revision of the Maryland General Corporation Law, the Maryland REIT Law, the Model Business Corporation Act, the Corporate Director’s Guidebook and the Fund Director’s Guidebook.  He is a member of The American Law Institute.

For many years, Jim has appeared in The Best Lawyers in America in three categories:  Corporate Governance and Compliance Law, Corporate Law, and Mergers and Acquisitions Law.  He is currently rated as a “Star Individual” by Chambers USA Legal Directory.  In 2008, he 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 thrilled to be married to Sabine Senoner, of Kitzbühel, Austria, and they have an utterly charming daughter, Maria Dorothy, age twelve, who will talk your head off in German or English.
James J. Hanks, Jr. is associated with the following items:
CHB Chapters  CHB Chapters ISS Introduces QualityScore (November 8, 2016) - Real Estate M&A and REIT Transactions 2017, Wednesday, January 18, 2017
Supreme Court Looks to Citizenship of Shareholders of Maryland Title 8 REITs to Determine Diversity of Citizenship for Access to Federal Courts (March 7, 2016) - Real Estate M&A and REIT Transactions 2017, Wednesday, January 18, 2017
Maryland Legislature Amends the Maryland General Corporation Law and the Maryland REIT Law to Clarify Director and Trustee Duties (April 27, 2016) - Real Estate M&A and REIT Transactions 2017, Wednesday, January 18, 2017
ISS Releases 2017 Policy Changes: Focus on Bylaws Under Maryland Law (November 21, 2016) - Real Estate M&A and REIT Transactions 2017, Wednesday, January 18, 2017
Getting Nothing for Something - Real Estate M&A and REIT Transactions 2017, Wednesday, January 18, 2017
Web Segment  Web Segment REIT Governance, and Activism - Real Estate M&A and REIT Transactions 2017, Friday, January 20, 2017
MP3 Audio  MP3 Audio REIT Governance, and Activism - REIT Governance, and Activism, Friday, January 20, 2017
Transcripts  Transcripts REIT Governance, and Activism - REIT Governance, and Activism, Friday, January 20, 2017
MP4 - Mobile Video Seg  MP4 - Mobile Video Seg REIT Governance, and Activism - REIT Governance, and Activism, Friday, January 20, 2017
On-Demand Web Programs  On-Demand Web Programs Real Estate M&A and REIT Transactions 2017, Thursday, January 26, 2017, New York, NY
Live Seminar  Live Seminar Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, New York, NY
Live Webcast  Live Webcast Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, New York, NY
PLI Grpcast-Live Web  PLI Grpcast-Live Web Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, Pittsburgh, PA
Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, Boston, MA
Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, Atlanta, GA
Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, Mechanicsburg, PA
Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, Columbus, OH
Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, Philadelphia, PA
Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, Indianapolis, IN
Real Estate M&A and REIT Transactions 2018, Friday, January 19, 2018, New Brunswick , NJ
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