American Law Institute

Corporate Board Elections
and
Internal Controls

27th September 2005
Federal Reserve Bank of New York

European Corporate Governance Institute

A free all-day conference co-sponsored by the American Law Institute and the European Corporate Governance Institute

James H. Cheek, III
P
artner
Bass, Berry & Sims

Bass, Berry & Sims PLC website: http://www.bassberry.com/


Mr. Cheek joined Bass, Berry & Sims in 1970 and has practiced primarily as a member of the Corporate and Securities Practice Area since that date. He represents a number of public and private companies as well as investment banking firms in a wide variety of capital raising and merger and acquisition activities. He also acts as counsel for boards of directors and board committees on matters relating to corporate governance and corporate legal compliance. His corporate, merger and acquisition and securities experience include the following:

  • Representation of over 50 public companies in various SEC and merger and acquisition matters.
  • Representation of regional and national investment banking firms in various equity and debt public offerings and merger and acquisition transactions.
  • Representation of Special Committees of Boards of Directors of public companies in going private, internal investigation and derivative litigation matters.
  • Representation of public companies in successful joint ventures, spin offs and other complex corporate reorganization matters. Representation of numerous private companies in merger and acquisition and financing transactions.
  • Serves as counsel to the independent directors of mutual funds.

Mr. Cheek graduated from Duke University in 1964, Vanderbilt University School of Law in 1967 and received an LL.M. degree from Harvard University in 1968. He was a member of the editorial board of the Vanderbilt Law Review and was elected a member of the Order of the Coif.

Mr. Cheek served as chair of the ABA Section of Business Law from 1998 to 1999 and served as chair of the National ABA Task Force on Corporate Responsibility, which was formed in 2002. He is a member of the Legal Advisory Committee of the New York Stock Exchange, having served as its chair from 1989 to 1992. He served as chair of the Legal Advisory Board to the National Association of Securities Dealers from 1995 to 1998 and as chair of the Federal Regulation of Securities Committee of the American Bar Association from 1986 to 1991. He also has served for a number of years as a member of the ABA Corporate Laws Committee, which reviews and revises the Model Business Corporation Act. He is the immediate past chair of the Annual Securities Regulation Institute (San Diego) and a member of the Advisory Planning Committee of the annual PLI Securities Institute in New York and of the annual Garrett Corporate and Securities Law Institute in Chicago. Mr. Cheek is a life member of the American Law Institute. He has been selected for every edition of The Best Lawyers in America® since 1987, has been named one of Tennessee's Leading Business Lawyers since 2003 by Chambers USA, has been named as one of the top 100 U.S. corporate governance lawyers by The International Who's Who of Corporate Governance Lawyers, and has been named one of the best securities lawyers in the state for 2004-2005 by Business Tennessee magazine. For the past two years, Mr. Cheek has been listed Best of the Bar in Nashville Business Journal, a distinction earned exclusively by nominations from other attorneys.

Mr. Cheek is an adjunct professor of law at Vanderbilt University School of Law where he teaches a course in securities and corporate law. Mr. Cheek has been a member of the faculty of law at Jesus College, Cambridge University, Cambridge, England, where he taught a course on Advanced Company Law and Securities Regulation. He received the Distinguished Alumnus Award from Vanderbilt Law School in 1994. He has lectured widely at numerous symposiums and institutes, including those sponsored by the SEC, the NYSE, ALI-ABA and PLI.

Mr. Cheek serves as chair of the Metropolitan Nashville Airport Authority. He has been elected a Fellow of the Tennessee Bar Foundation and has served on its board of directors as well as on the board of trustees of several schools and charitable foundations.