Expert resume of Professor Charles K. Whitehead

Myron C. Taylor Alumni Professor of Business Law at Cornell Law School and Director, Law, Technology and Entrepreneurship Program; former senior legal and business positions with Citigroup, Salomon Brothers, and Nomura Securities International, with experience in the New York, London, and Tokyo markets (USA)

Education

Columbia Law School, Juris Doctor (May 1986)

Honors – James Kent Scholar; Harlan Fiske Stone Scholar

Journals – Editorial Board, Journal of Law and Social Problems;

Editor and Translator, Journal of Law in Japan

Cornell University, Bachelor of Arts, magna cum laude (May 1983)

Honors – Sherman-Bennett Award for Best Undergraduate Government

Thesis

Clerkship

1986 - 1987

Honorable Ellsworth A. Van Graafeiland

U.S. Court of Appeals, Second Circuit

Courses

Business Organizations; Securities Regulation; Deals: The Economic Structure of Transactions and Contracting; Introduction to Transactional Lawyering (and the Transactional Lawyering Competition); Capital Structure and Corporate Governance (Seminar)

Employment

• Associate Professor of Law

Marc and Beth Goldberg Distinguished Visiting Professor (2009 – present)

Cornell Law School (August - December 2008)

• Associate Professor of Law

Boston University School of Law (2006 – 2009)

• Research Fellow and Director, Transactional Studies Program

Associate Director, Center on Corporate Governance

Columbia Law School, New York (2004 – 2006)

• Citigroup Country Officer, Tokyo

Member of Citigroup International and Corporate & Investment Banking Management Committees

Board of Directors, Nikko Salomon Smith Barney Limited

Managing Director and Senior Counsel, Nikko Salomon Smith Barney Limited, Tokyo (1997 – 2004)

• Managing Director and General Counsel

Nomura Securities International, Inc., New York (1993 – 1997)

• Associate

Sullivan & Cromwell, New York, London, and Tokyo (1987 – 1993)

Publications, Presentations And Grants

Papers

Sandbagging: Cost-Shifting in Acquisition Agreements (Delaware Journal of Corporate Law, forthcoming)

The Volcker Rule and Evolving Financial Markets (Harvard Business Law Review, 2011)

Why Not a CEO Term Limit? (Boston University Law Review, 2011)

Destructive Coordination (Cornell Law Review, 2011)

Reframing Financial Regulation (Boston University Law Review, 2010, reprinted in Journal of Financial Transformation, 2010)

The Evolution of Debt: Covenants, the Credit Market, and Corporate Governance (Journal of Corporation Law, 2009, reprinted in Corporate Practice Commentator, 2009)

Deconstructing Equity: Public Ownership, Agency Costs, and Complete Financial Markets (with Ronald Gilson; Columbia Law Review, 2008)

What’s Your Sign? – International Norms, Signals, and Compliance (Michigan Journal of International Law, 2006)

The Federalization of Fraud: Mail and Wire Fraud Statutes, in White Collar Crime: Business and Regulatory Offenses (Otto G. Obermaier and Robert G. Morvillo eds., 1990) (with John C. Coffee, Jr.)

Casebook

The Law and Finance of Corporate Acquisitions (with Bernard S. Black, John C. Coates, IV, Ronald J. Gilson & Jeffrey N. Gordon, forthcoming (Foundation Press))

Book Chapter

Creditors and Debt Governance (Research Handbook on the Economics of Corporate Law, Claire Hill & Brett McDonnell, eds., forthcoming (Elgar Press))

Selected Presentations and Lectures

Conference, Harvard Law School, April 2011

Lecture, Capital Markets Board of Turkey and Boğaziçi University – Centre for Economics and Econometrics, Financial Seminar Series, Istanbul, March 2011

Lecture, Mundheim Speaker Series, and Faculty Presentation, James E. Rogers College of Law, University of Arizona, March 2011

Visiting Professor, Ph.D. Program, Law and Economics of Money and Finance, Goethe University, Frankfurt, January 2011

Conference, Boston University School of Law, October 2010

Conference on Financial Regulation, Canadian Law and Economics Association, September 2010 (call for papers)

Corporate Law Workshop, Southeastern Association of Law Schools, August 2010

Conference, FinLawMetrics 2010, Milan, sponsored by Bocconi University, Tilburg University, and New York University School of Law, June 2010 (call for papers)

Conference, University of Connecticut School of Law, April 2010

Visiting Professor, Ph.D. Program, Law and Economics of Money and Finance, Goethe University, Frankfurt, January 2010

Conference on Securities Regulation, Association of American Law Schools, January 2010 (call for papers)

Presentation, Washington & Lee School of Law, November 2009

Conference, Institute for Monetary and Financial Stability, Goethe University, Frankfurt, October 2009

Conference, McGeorge School of Law, October 2009

Conference, Capital Markets Board of Turkey, Ankara, January 2009

Conference on Business Associations, Association of American Law Schools, January 2009 (call for papers)

Conference, Canadian Law and Economics Association, September 2008 (call for papers)

Presentation, Fordham Law School Corporate Workshop, March 2008

Conference, Columbia Law School, December 2007

Presentation, Vanderbilt Law and Business Workshop, November 2007

Visiting Professor, Chuo Law School, Tokyo, August 2007

Conference, Columbia Law School, April 2007

Grant

Kauffman Foundation, Co-principal Investigator, $443,000 for the study of Law, Innovation, and Growth (2008-2010)

Selected Op-Eds

Wall Street’s Needed Reformation, Forbes.com (April 27, 2010)

Shorting the SEC’s Case Against Goldman Sachs, Reuters (April 23, 2010)

Professional Activities And Community Service

Selected Academia

Visiting Scholar, Columbia Law School, 2009-present

Adjunct Associate Professor of Management, Johnson School, Cornell University, 2009-present

Panelist, Fellowships for Advanced Research in the Social Sciences on Japan, National Endowment for the Humanities, 2006

Member, American Law Institute

Selected Professional

Member, International Swaps and Derivatives Association (ISDA) Credit Derivatives Determinations Committee, Americas External Review Panel, 2009-present

Board of Directors, Millennium Capital Management Asia Limited, 2009-present

Senior Advisor, ABA International Financial Products and Services Committee, 2009-present (co-recipient of the ABA Section of International Law, Outstanding Policy Award, 2010)

Board of Governors, Nippon Keidanren (Japan Business Federation), 2002-2004

Board of Governors, The American Chamber of Commerce in Japan, 2003-2004

Selected Community

Board of Directors, Loaves and Fishes of Tompkins County, Inc., 2011-present

Faculty Advisor, Cornell Transactional Lawyering Team, 2009-present

Board of Directors, U.S.-Japan Bridging Foundation, 2004-present

Cub Scout Den Leader, 2004-2006

Board of Governors, Temple University Japan, 2003-2004