James H. Cheek, III
In more than 40 years of practice, Jim Cheek has advised a wide variety of public companies in the areas of corporate governance, mergers and acquisitions, private equity transactions and securities offerings. From his office in Nashville, Tennessee, he has been at the center of significant national transactions, including the largest domestic leveraged buyout in the history at the time, of a healthcare company. He routinely represents boards of directors and special committees of boards in matters involving activist shareholders and strategic decisions.
Jim has an active regulatory practice, advising companies in need of an independent review of regulatory policies and procedures. He led a team of Bass, Berry & Sims attorneys after the firm was engaged as the Regulatory Auditor of the New York Stock Exchange from 2005 to 2013. Jim has earned a national reputation in corporate and securities law and has been recognized by Chambers USA as an “absolute star” and named by a peer as “the premier attorney in the state. THE corporate practitioner.” (from Chambers USA 2017)
Memberships
American Bar Association — Special Consultant to the Corporate Laws Committee; Business Law Section, Coordinating Task Force on Financial Markets and Institutions, Co-chair (2009-2011); Delaware Business Law Forum, Co-chair (2009-2012); National Task Force on Corporate Responsibility, Chair (2002-2003); Section of Business Law, Chair (1998-1999); Committee on Federal Regulation of Securities, Chairman (1987-1991)
American College of Governance Counsel — Founding Fellow
Nashville Bar Association
American Health Lawyers Association (AHLA)
American Law Institute
The Aspen Institute — American Prosperity Project
Practicing Law Institute Annual Securities Regulation Institute — National Advisory Committee
National Association of Securities Dealers — Legal Advisory Board, Chairman (1996-1998)
New York Stock Exchange — Regulatory Auditor (2005-2013); Legal Advisory Committee, Chairman (1989-1992)
Securities and Exchange Commission Historical Society — Board of Advisors
San Diego Securities Regulation Institute — Executive Committee Member; Chairman (2001-2004)
Metropolitan Nashville Airport Authority — Chairman (2003-2013)
Jesus College, Cambridge University — former faculty member
Representative Experience
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Engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors of Bank of America pursuant to a settlement order entered into by Bank of America and the SEC
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Represented Healthways (NASDAQ: HWAY) in the sale of its Total Population Health Services (TPHS) business to Sharecare, Inc.
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Counseled Healthways, Inc. in response to significant stock accumulation and activist campaign
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Served as the Regulatory Auditor for the NYSE pursuant to the terms of an order of the SEC
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Served as Regulatory Auditor for the NYSE Amex LLC
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Counseled Cracker Barrel Old Country Store, Inc. in its three successful defenses against proxy contests initiated by Biglari Holdings Inc. and Sardar Biglari
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Represented HCA Holdings in a secondary offering of 33,000,000 shares of common stock with gross proceeds of $1.408 billion to selling stockholders
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Represented Healthways, Inc. in a 144A offering of $150 million aggregate principal amount of 1.50% Cash Convertible Senior Notes due 2018 and related amendments to its senior credit facilities
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Represented HCA Holdings in a secondary offering of 50,000,000 shares of common stock with gross proceeds of $1.794 billion to selling stockholders
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Represented HCA Holdings in a secondary offering of 32,000,000 shares of common stock with gross proceeds of $1.056 billion to selling stockholders
Past Events
Media Mentions & Firm News
Accolades
Chambers USA — Corporate/M&A, Senior Statesman (2018); Corporate/M&A, Star Individual (2008-2017); Corporate/M&A (2003-2007)
Best Lawyers in America® — Nashville Corporate Governance Law “Lawyer of the Year” (2014); Nashville Corporate Law “Lawyer of the Year” (2013, 2009); Nashville Leveraged Buyouts and Private Equity Law “Lawyer of the Year” (2011); Nashville Mergers and Acquisitions Law “Lawyer of the Year” (2010)
Best Lawyers in America® — Corporate Governance Law; Corporate Law; Leveraged Buyouts and Private Equity Law; Mergers and Acquisitions Law; Mutual Funds Law; Securities/Capital Markets Law; Securities Regulation (1987-2019)
Who’s Who Legal Corporate: Corporate Governance (2018)
Who’s Who Legal Corporate: Merger & Acquisition (2018)
The Legal 500
Lawdragon 500
Lawdragon 3000 Leading Lawyers in America
Lawdragon 500 Dealmakers
International Who’s Who of Corporate Governance Lawyers
International Who’s Who of Capital Markets Lawyers
International Who’s Who of Mergers and Acquisitions Lawyers
Nashville Post “In Charge” — Legal Sector (2012-2018)
Nashville Business Journal “Best of the Bar” (2011-2014)
Mid-South Super Lawyers (2006-2018)
Top 100 Tennessee Super Lawyers (2011)
Nashville Post “Nashville’s 101 Top Lawyers” (2011)
Education
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Harvard Law School - LL.M., 1968
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Vanderbilt Law School - J.D., 1967
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Duke University - B.A., 1964
Admissions
- Tennessee, 1967
Chambers USA
"'Absolute star' James Cheek has an outstanding reputation in the market and is recognized for his 'highly skilled' counsel spanning M&A, securities offerings and private equity deals. With over 40 years in the game, he is also active on matters of corporate governance. One peer asserts: 'He's the premier attorney in the state. THE corporate practitioner.'"
From Chambers USA 2017