Curriculum Vitae
James D. Cox
3946 St. Marks Road
Durham, North Carolina
Office Telephone (919) 613-7056
Home Telephone (919) 493-3935
Teaching Experience
-
School of Law, Duke University
- Brainerd Currie Professor of Law 2000 - present
Professor of Law 1979-2000
Visiting Professor Spring 1979 - Mordecai Society Award for Teaching Excellence 1983
Duke Bar Association Teaching Award 1987, 1995 &1999
- Brainerd Currie Professor of Law 2000 - present
-
University of California, Hastings College of Law
- Associate Professor 1974-76
Professor 1977-79 - Most Valuable Professor Award 1975-76
- Associate Professor 1974-76
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Stanford Law School
- Visiting Associate Professor 1976-77
- John B. Hurlbut Award for Teaching Excellence
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School of Law, University of San Francisco
- Assistant Professor 1971-74
- Most Valuable Professor Award 1973-74
-
School of Law, Boston University
- Teaching Fellow 1970-71
Books
- Cox and Hazen on Corporations (2d ed. Aspen Publ. 2003)(with Thomas Lee Hazen)(3 volumes)
- Corporations ( 1995 Little Brown and Co.)(with Hazen and O'Neal)(3 volumes)
- Securities Regulations: Cases and Materials(2006, 5thEd Aspen Law and Business)(with Hillman and Langevoort)
- Corporations (2003, 2d Abbr. Ed., Aspen Law and Business)(with Hazen)
- Financial Information, Accounting and the Law (810 pages; Little Brown and Co., 1980)
Articles
- Fraud is in the Eyes of the Beholder: Rule 10b-5's Application to Acts of Corporate Mismanagement, 47 N.Y.U. L.R. (1972)
- Reprinted: 1973 Corporate Counsel Annual 195
15 Corporate Practice Commentator 262 (1973) - 1973 Securities Law Review Excerpt, Henn, Cases & Materials 488 (1975)
- Reprinted: 1973 Corporate Counsel Annual 195
- Ernst & Ernst v. Hochfelder: A Critique and An Evaluation of its Impact Upon the Scheme of the Federal Securities Laws, 28 Hastings L. J. 569 (1977)
- Reprinted: 1977 Securities Law Review
- Synergy and the Payment of Premiums in Corporate Acquisitions, 1 Corporation Law Review 48 (1977)
- Disclosure of Information Unrelated to Decision-Making, 1 Corporation Law Review 148 (1978)
- The Emerging Definition of "Irreparable Harm" Under the Williams Act, 1 Corporation Law Review 339 (1978)
- Minority Plebiscites in Merger Freezeouts, 21 Corporation Law Review 142 (1979)
- Convertible Debentures and Corporate Freezeouts, 1 Corporation Law Review 342 (1980)
- Searching for the Corporation's Voice in Derivative Suit Litigation: A Critique of Zapata and the ALI Project, 1982 Duke L. J. 959.
- Reprinted: 25 Corporate Practice Commentator 282 (1983); 1983 Securities Law Review.
- Reprinted: 25 Corporate Practice Commentator 282 (1983); 1983 Securities Law Review.
- The Business Judgment Rule In The Context of Termination of Derivative Suits By Independent Committees, 61 N.C. Law Rev. 541 (1983).
- Bias in the Boardroom: Psychological Foundations and Legal Implications of Corporate Cohesion, 48 Law & Contemp. Probs. 83 (1985) (with Munsinger).
- (Reprinted)
- Compensation, Deterrence, and the Market as Boundaries for Derivative Suit Procedures, 52 Geo. Wash. L. Rev. 401 (1985).
- (Reprinted)
- Insider Trading Regulation and the Production of Information: Theory and Evidence, 64 Wash. Univ. L. Q. 475 (1986).
- Insider Trading and Contracting: A Critical Response to the "Chicago School," 1986 Duke L. J. 628.
- (Reprinted)
- Heroes In The Law: Alford v. Shaw, 66 N.C. Law Rev. 565 (1988).
- (Reprinted)
- Choices Paving the Road Toward a "Definition" of Insider Trading, 39 Ala. L. Rev. 381 (1988).
- (Reprinted)
- An Outsider's Perspective of Insider Trading Regulation In Australia, 12 Syd. L. Rev. 455 (1990).
- Changing Perceptions Into Reality: Fiduciary Standards To Match The American Directors' Monitoring Function, 1 Bond L. Rev. 218 (1989).
- An Economic Perspective of Insider Trading Regulation and Enforcement in New Zealand, 5 Canterbury L. Rev. (1990)
- The Monitoring Duties of Directors Under the EC Directives: A View From the United States Experience, 2 Duke J. of Comp. & Int'l Law 29 (1992) (with Clausen)
- Rethinking U.S. Securities Laws In The Shadow of InternationalRegulatory Competition, 55 Law & Contemp. Prob. 157 (1992)
- (reprinted)
- Regulatory Competition in Securities Markets: An Approach For Reconciling Japanese and American Disclosure Philosophies, 16 Hastings Intl & Comp.L. Rev. 149 (1993)
- The ALI, Institutionalization, and Disclosure:The Quest for the Outside Directors' Spine, 61 Geo. Wash. L. Rev. 1233 (1993)
- An Economic and American Perspective of Insider Trading Regulation in Australia and New Zealand, (Chapter in Securities Regulation in Australia and New Zealand Oxford University Press 1994)
- Just Desserts For Accountants and Attorneys After Bank of Denver, 38 Ariz. L. Rev. 519 (1996)
- (reprinted)
- Piercing the Corporate Veil in Limited Liability Companies, 4 Ltd. Liability Co. J. 24 (1997) (with B. Woods)
- Addressing Fraudulent Practices Within the Modern Framework of the United States Securities Laws in Essays on Insider Trading and Securities Regulation (Rickett & Grantham eds. 1997)
- Equal Treatment for Shareholders: An Essay, 19 Cardozo L. Rev. 615 (1997)
- Making Securities Fraud Class Actions Virtuous, 39 Ariz. L. Rev. 497 (1997)
- The Fundamentals of an Electronic-Based Federal Securities Act, 75 Wash.U.L.Q. 857 (1997)
- Addressing Fraudulent Practices Within the Modern Framework of the United States Securities Laws in Essays on Insider Trading and Securities Regulations(Brookers 1997) at 19-59
- Choice of Law Rules for International Securities Transactions ?, 66 U. Cincinnati L.Rev. 1179 (1998)
- Private Litigation and the Deterrence of Corporate Misconduct, 60 Law & Contemp.Prob. 1 (Autumn 1997)
- Globalization’s Challenges to the United States Securities Laws, 7 Canterbury L.Rev. 5 (1998)
- Regulatory Duopoly in U.S. Securities Markets, 98 Colum. L. Rev. 1200 (1999)
- The Social Meaning of Shareholder Suits, 65 Brooklyn L.Rev.3 (1999) (The 8thAnnual Pomerantz Lecture)
- Beyond the Millenium, 9 Bus. Law Today 9 (1999) (with E Greene)
- Brands vs. Generics: Self Regulation By Competitors, 2000 Colum. Bus. R L. Rev. 15 (2000)
- Premises for Reforming the Regulation of Securities Offerings: An Essay, 63 Law and Contemporary Prob. 11 (2000)
- Puzzling Over The Directors’ and Officers’ Duty of Loyalty: Some Implications and Developments in Jurisdiske Emmer ved Syddansk Universitet 2003 at 40
- The Paradoxical Corporate and Securities Law Implications of Counsel Serving on the Client’s Board, 80 Wash. U. L. Q. 541 (2002)
- Corporate Governance in the United States: The Evolving Role of the Independent Board in Corporate Governance An Asian-Pacific Critique (Sweet & Maxwell 2002) Chapter 13
- Leaving Money on the Table: Do Institutional Investors Fail to File Claims in Securities Class Actions, 80 Wash. U. L. Q. 855 (2002) (with Randall S. Thomas)
- Puzzling over the Directors’ and Officers’ Duty of Loyalty: Some Implications and Developments in Juridiske emner ved Syddansk Universitet 2003 at 40-49
- SEC Enforcement Heuristics: An Empirical Inquiry, 53 Duke L. J. 737 (2003) (with Randall Thomas and Dana Kiku)
- Reprinted: 2005 Securities Law Review
- Reforming The Culture of Financial Reporting: The PCAOB and the Metrics for Accounting Measurements, 81 Wash. U. L. Q. 301 (2003).
- Public and Private Enforcement of the Securities Laws: Have Things Changed Since Enron, 80 Notre Dame L. Rev. 893 (2005)(with Randall S. Thomas & Dana Kiku)
- Letting Billions Slip Through Your Fingers: Empirical Evidence And Legal Implications Of The Failure Of Financial Institutions To Participate In Securities Class Action Settlements, 58 Stan. L. Rev. 411 (2005)(with Randall S. Thomas)(Elected Top Ten Corporate & Securities Articles 2006)
- Mutual Fund Expense Disclosures: A Behavioral Perspective, 83 Wash. U. L. Q. 907 (2005)(with John Payne)
- Fair Pay for Chief Executive Officers, in Law and Class in America: Trends Since the Cold War, ch. 6 (NYU Press 2006)
- The Oligopolistic Gatekeeper: The U.S. Accounting Profession, in After Enron: Improving Corporate Law and Modernising Securities Regulation in Europe and the U.S., ch. 9 (Hart Publ. 2006)
- The Role of Empirical Evidence in Evaluating The Wisdom of the Sarbanes-Oxley Act, 40 U.S.F. L. Rev. 823 (2006)
- Does the Plaintiff Matter? An Empirical Analysis of Lead Plaintiffs in Securities Class Actions, 106 Colum. L. Rev. 1587 (2006)(with Thomas and Kiku)
Testimony
- Hearings on Insider Trading Proscriptions Act of 1987, Subcommittee on Securities of the Committee on Banking, Housing, and Urban Affairs United States Senate, December 15, 1987.
- Hearings on Insider Trading and Securities Fraud Enforcement Act of 1988, Subcommittee on Telecommunications and Finance, House Committee on Energy and Commerce, United States House of Representatives, July 11, 1988.
- Hearings on Securities Litigation Attorney Accountability and Transparency Act, Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises, Committee on Financial Services, June 28, 2006.
- Hearings on Illegal Insider Trading: How Widespread is the Problem and Is There Adequate Criminal Enforcement, United States Senate Judiciary Committee, September 26, 2006.
Academic Background
- LL.M. Degree, June, 1971
Harvard Law School - J.D. Degree, May, 1969
University of California
Hastings College of the Law - B.S. Degree in Accounting with High Distinction, May, 1966
Arizona State University
Honors and Achievements
- Senior Fulbright Fellow, University of Sydney, 1989
- American Law Institute
- Order of the Coif
- Phi Kappa Phi
- Publications Editor, Hastings Law Journal
- Passed Uniform C.P.A. Examination, May, 1966
- Various Scholarships and Fellowships
- E.T. Bost Research Professorship, Fall 1980, 1997
- Winner Association of American Publishers 1995 National Book Award - Law
Activities
- Committee on Corporations, State Bar of California 1977-80
- Contributing Editor, Corporation Law Review (Warren, Gorham & Lamont) 1976-80
- Chairman, Business Associations Section of the American Association of Law Schools 1984
- Member, Professional Development Committee of Association of American Law Schools 1986-89
- Chairman, AALS Teaching Conference on Business Associations held in Austin, Texas, June, 1985
- Speaker, Numerous CLE programs across the U.S.A.
Member, Drafting Committee for new North Carolina Business Corporation Law 1986-89 - Member, Drafting Committee for new North Carolina Non-Profit Corporation Law 1990 - 1993
- Member, Council for International Exchange of Scholars, Law Discipline and Australia-New Zealand Advisory Committee
- Treasurer, N.C. Bar Association Business Law Council 1994- 95
- Member, New York Stock Exchange Legal Advisory Committee 1995-1998
- Member, NASD Legal Advisory Committee 1999- present
- Chairman, Duke President’s Advisory Committee on Resources 1993-1995
- Trustee, Durham Academy Board of Trustees (Vice Chair 1996-97); Chair 1998-2001
- Chairman, Duke University Priorities Committee (2003-2006)
- Member, ABA Committee on Corporate Laws (2006-2010)
- Lectured extensively internationally on capital market developments and corporate governance including Argentina (‘96,‘97,’98), Australia (‘89 ,‘02 & ‘05, ‘06), Bosnia (‘98), Chile (‘96,’97,’98), Denmark (‘93), Hong Kong (‘96 & ‘03), New Zealand (‘89,’96,’97), Thailand (‘00) & Peoples Republic of China (‘96, ‘00 , ‘02, ‘05), Vietnam (‘05, ‘06)