Randall S. Thomas

John S. Beasley II Chair in Law and Business
Director, Law & Business Program
Professor of Management, Owen Graduate School of Management

Randall Thomas has earned a reputation of being one of the most productive and thoughtful corporate and securities law scholars in the nation. His recent work addresses issues such as hedge fund shareholder activism, executive compensation, corporate voting, corporate litigation, shareholder voting, and mergers and acquisitions. He joined the Vanderbilt law faculty in 2000 to develop and direct the Law and Business Program, having served previously in on the law faculties of the University of Iowa, the University of Michigan, Duke University, Harvard Law School, Boston University, and the University of Washington. Prior to teaching law, Professor Thomas was in private practice for four years and was a law clerk for U.S. District Judge Charles Joiner of the Eastern District of Michigan. An acclaimed teacher, Professor Thomas teaches courses in the area of corporate law, including Corporations and Mergers and Acquisitions.

Research Interests

Shareholder activism, corporate and securities litigation, executive compensation, corporate voting, corporate governance

Representative Publications

  • "Shareholder Voting in an Age of Intermediary Capitalism," 87 Southern California Law Review 1359 (2014) (with Robert Thompson and Paul Edelman)
    Full Text | SSRN | HEIN
  • "Dodd-Frank’s Say On Pay: Will It Lead to a Greater Role for Shareholders in Corporate Governance?", 97 Cornell Law Review 1213 (2012) (with James Cotter and Alan Palmiter)
    Full Text | SSRN | HEIN
  • "A Theory of Representative Shareholder Suits and its Application to Multi-Jurisdictional Litigation," 106 Northwestern Law Review 1753 (2012) (with Robert Thompson)
    Full Text | SSRN | HEIN
  • "Lying and Getting Caught: An Empirical Study of the Effect of Securities Class Action Settlements on Targeted Firms," 158 University of Pennsylvania Law Review 1877 (2010) (with James Cox and Lynn Bai)
    Full Text | SSRN | HEIN
  • "Does Private Equity Create Wealth?" 76 University of Chicago Law Review 219 (2009) (with Ronald Masulis)
    Full Text | SSRN | HEIN
  • "Hedge Fund Activism, Corporate Governance and Firm Performance," 63 Journal of Finance 1729 (2008) (with Alon Brav, Wei Jiang and Frank Partnoy)
    Full Text | SSRN | HEIN
  • "Shareholder Proposals in the New Millenium: Shareholder Support, Board Response and Market Reactions," 13 Journal of Corporate Finance 368 (2007) (with James Cotter)
    Full Text | SSRN
  • "Does the Plaintiff Matter? An Empirical Analysis of Lead Plaintiffs in Securities Class Actions," 106 Columbia Law Review 1587 (2006) (with James Cox)
    Full Text | SSRN | HEIN
  • "Letting Billions Slip Through Your Fingers: Empirical Evidence and Legal Implications of the Failure of Financial Institutions to Participate in Securities Fraud Class Action Settlements," 58 Stanford Law Review 411 (2005) (with James Cox). Selected as one of the Best Corporate and Securities Articles of 2006, by Corporate Practice Commentator.
    Full Text | SSRN | HEIN
  • "Is U.S. CEO Compensation Inefficient Pay Without Performance?: A Review of Lucian Bebchuk and Jesse Fried, Pay Without Performance: The Unfulfilled Promise of Executive Compensation," 103 Michigan Law Review 1142 (2005) (Annual Book Review Survey) (with John Core and Wayne Guay)
    Full Text | SSRN | HEIN

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Contact Information

(615) 343-3814 (voice)
(615) 322-6631 (fax)
Room 236 (office)

Curriculum Vitae



Ph.D. (Economics), J.D. University of Michigan
B.A. Haverford College