James Cotton Continues as the Almost-Professor at United Airlines

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In another life, James Cotton would be a university professor. But instead, Cotton crafts public disclosures for United Airlines as the assistant corporate secretary and managing counsel for corporate governance, executive compensation and securities law.

The Almost-Professor

Cotton began his career as a securities laws and disclosure attorney at Shearman & Sterling. Sometimes steered by personal interest and other times by professional necessity, Cotton has gained legal experience across a wide range of practice areas, including corporate governance, executive compensation, M&A, antitrust, and even securitization law.

“Our executive team empowers us to trailblaze. This has framed our approach on the disclosure side to see regulations and our disclosures not as burdens but as opportunities to tell our great story.”

James Cotton

Several years ago, an opportunity to venture beyond his securities and disclosure practice arose while he worked at Bristol-Myers Squibb. After guiding the securities laws transactions that helped to finance Bristol’s $94 billion acquisition of Celgene, Cotton was asked to step in and lead certain antitrust and M&A aspects of the deal.

“Working directly with Bristol-Myers Squibb’s General Counsel, Sandy Leung, as well as outside counsel at Arnold & Porter and Kirkland & Ellis to create solutions that both cut through the regulatory red tape and met the goals of a project that was vitally important to the C-Suite was exciting and rewarding,” he recalls. Cotton was prepared to tackle this challenging, high-profile assignment because of the time that he spent as an in-house attorney at BNP Paribas advising its M&A group. In recognition of his work on the Celgene acquisition, he was the sole recipient within the legal department of Bristol’s CFO GBO Award.

While he enjoys adding value across multiple practice areas, Cotton is most passionate about disclosure work because it reflects the same interest in developing frameworks to communicate complex ideas that almost led him to obtain a PhD. Throughout high school, Cotton dreamed of becoming a litigator. But at the University of Illinois, he became interested in African-American urban history. Although he studied the complex phenomenon of progress and decline in African-American urban communities while completing a master’s degree at Cornell and was admitted into a PhD history program, the pull toward becoming a lawyer ultimately led him to the University of Pennsylvania Law School.

Despite not pursuing a PhD in history, Cotton remains driven by the power of crafting compelling narratives to create real-world impact. But instead of writing books and articles, advising United Airlines on the best ways that it can lead in its corporate disclosures is one of his primary responsibilities at United Airlines.

When he began at United, Cotton was tasked with enhancing the company’s climate-related disclosures in its US Securities and Exchange Commission (SEC) filings. United Airlines is still the only US airline to report its carbon emissions in its Form 10-K.

“I love the mindset at United, evident from our entire leadership, including our CEO, president and chief legal officer, that if it is the right thing to do for the company, we will do it,” Cotton explains. “Our executive team empowers us to trailblaze. This has framed our approach on the disclosure side to see regulations and our disclosures not as burdens but as opportunities to tell our great story.”

Because of his leadership in the legal disclosure space, Cotton was invited by the US SEC to moderate a panel at its roundtable on exploring potential changes to executive compensation disclosure requirements for public companies. Cotton is proud that the roundtable helped to spark the SEC’s review of Regulation S-K. He looks forward to seeing how discussions at the roundtable may impact the new rules that may emerge from the SEC’s effort to rationalize proxy statement disclosure practices.

“The Person They Think Of”

Part of what lured Cotton to United was coming to Chicago. After spending twelve years working in New York, he felt like moving to the place that felt most like home: the City of Big Shoulders. “I was born but not raised in Chicago. My father joined the army when I was young and I got to live in different parts of the country and even a few years in Germany,” Cotton recalls. “But I always called Chicago home.”

In his personal life, Cotton sums up what gives his life value and what continues to inform his worldview. He relays this in a way that gives genuine pause in its love and appreciation for those around him.

“I just try to be there for my family, my friends and the people around me,” the attorney says. “I hope I’m the person they turn to when they need something. I just want to be the best husband, father, son, brother, nephew, lawyer and everything else that I am, that I can be. And when I tell you that I’ll be there, you know that I will.”

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