Vanderbilt Law School Background Image

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. Twelve of his papers have been selected by his peers as among the Ten Best Corporate and Securities articles in the year they were published by Corporate Practice Commentator.

He joined the Vanderbilt law faculty in 2000 to develop and direct the Law and Business Program, having served previously for 10 years on the law faculty of the University of Iowa. He has been a visiting professor at 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

  • "Quieting the Shareholders’ Voice: Empirical Evidence of Pervasive Bundling in Proxy Solicitations," 89 Southern California Law Review 1179 (2016) (with James Cox, Fabrizio Ferri and Colleen Honigsberg), reprinted in, 59 Corporate Practice Commentator 199 (2017). Selected as one of The Ten Best Corporate and Securities Law Articles of 2017, by Corporate Practice Commentator.
    Full Text | SSRN | HEIN
  • “Realigning Corporate Governance: Shareholder Activism By Labor Unions,” 96 Michigan Law Review 1018 (1998) (with Stewart Schwab), reprinted in 40 Corporate Practice Commentator (1998), Employee Representation in the Emerging Workplace: Alternatives/Supplements to Collective Bargaining (1998), and in The International Library of Essays in Law and Legal Theory, 2nd Series (2000). Selected as one of the Best Corporate and Securities Articles of 1998, by Corporate Practice Commentator.
    Full Text | SSRN | HEIN
  • “The New Look of Shareholder Litigation:  Acquisition-Oriented Class Actions,” 57 Vanderbilt Law Review 133 (2004) (with Robert Thompson). Selected as one of the Best Corporate and Securities Articles of 2004, by Corporate Practice Commentator. Reprinted in Mergers and the Market for Corporate Control (Fred McChesney editor 2012). Excerpted in Foundations of Corporate Law (Roberta Romano editor, 2d ed. 2010).
    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
  • "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
  • "Does Private Equity Create Wealth?" 76 University of Chicago Law Review 219 (2009) (with Ronald Masulis)
    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
  • "Shareholder Litigation in Mergers and Acquisitions," 18 Journal of Corporate Finance 1248 (2012) (with C.N.V. Krishnan, Ronald W. Masulis and Robert B. Thompson)
    Full Text | SSRN
  • "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
  • "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