Robert J. Rhee
John H. and Mary Lou Dasburg Professor of Law
Professor of Law
Business & Corporate Law • Corporate Finance • Economic Analysis of Law • Fiduciary Duties • Financial Analysis • Mergers & Acquisitions • Regulation of Financial Institutions • Securities Regulation • Tort Law •
Professor Rhee’s legal experience includes positions as a law clerk on the U.S. Court of Appeals for the Third Circuit, and a trial attorney in the Honors Program of the U.S. Department of Justice. He also has significant investment banking experience. He was a vice president in financial institutions investment banking at Fox-Pitt, Kelton (then a unit of Swiss Re) in New York, a real estate investment banker at Deutsche Banc Alex. Brown, and an M&A investment banker at UBS Warburg in London. He has worked on public and private M&A assignments, distressed restructurings, private equity funding, and debt and equity issuances. He is an active writer and scholar. His articles have been published in leading journals including New York University Law Review, Michigan Law Review, Northwestern University Law Review, Vanderbilt Law Review, Washington University Law Review, Minnesota Law Review, Notre Dame Law Review, Emory Law Journal, William & Mary Law Review, and Florida Law Review.
Professor Rhee is also the author of several books: : LLCs, Partnerships, and Corporations (West 2021) Essential Concepts of Business For Lawyers (3rd edition, Wolters Kluwer Law & Business, 2020); Limited Liability Entities: State By State Guide To LLCs, LLPs, and LPs, volumes 1-10 (co-authored, Wolters Kluwer Law & Business); Corporate Finance (Wolters Kluwer Law & Business, 2016); Business Organizations: Law and Policy (co-authored, West 2017); Legal Negotiations (co-authored, West 2017).
Professor Rhee’s scholarship is frequently cited in leading law reviews and academic books, and he has been cited in federal and state judicial opinions and significant government reports. He has testified before Congress as an expert in financial markets and credit rating agencies. He has taught law in the Netherlands, United Kingdom, and Korea, and business at Johns Hopkins Carey Business School and University of Maryland Robert H. Smith School of Business.
J.D., George Washington University
M.B.A., University of Pennsylvania (Wharton)
B.A., University of Chicago
Teaching and Scholarship
- Accounting for Lawyers, Corporate Finance, Corporations, Securities Regulations, Unincorporated Business Enterprises, Creditors’ Remedies and Bankruptcy
- Published scholarly articles in, among other journals, Northwestern University Law Review, Michigan Law Review, New York University Law Review, Washington University Law Review, Vanderbilt Law Review, Minnesota Law Review, Notre Dame Law Review, Emory Law Journal, William & Mary Law Review, George Mason Law Review, Wake Forest Law Review, and Florida Law Review
- University of Florida: joined College of Law faculty in 2014
- Professor, Johns Hopkins Business School
- Distinguished Lecturer (Fulbright U.S. Scholar), Yonsei University (2017-2018)
- Investment Banker, UBS Warburg and Swiss Re (Fox-Pitt, Kelton, NY)
- Law Clerk, U.S. Court of Appeals for the Third Circuit
- Attorney, U.S. Department of Justice (Civil Division, Washington, DC)
- This course examines the legal and financial economic aspects of corporate finance. Course coverage includes foundational finance theories, and legal aspects of capital structure (including analysis of debt securities, equities, structured finance, and derivatives). Combined with Corporations, this course is intended to provide students with a rigorous background in the legal and financial aspects of corporate business. Corporations (6063) may be taken prior to or concurrent with this course; if not taken, with approval of instructor,
- Examination of controls and exemptions relating to the sale and distribution of securities by corporations, underwriters and others, including scope of the securities laws, registration provisions, distribution and resale of restricted securities, express and implied civil liabilities, secondary distributions and tender offers. Issues will be analyzed in context of amended 1933/1934 federal statutes, and state Blue Sky laws. Prerequisite: Corporations (prior or concurrent, or if not taken with approval of instructor).
- The central question in corporate law is, from an internal corporate governance perspective, how to make the American corporate system successful, for both the shareholder owners of the corporation, and the broader society. The answers, obtained primarily from a mix of state and federal statutory and case law, derive primarily from our understanding of economics, and the agency ethical issues relating to corporate fiduciaries managing others’ property. We will begin with a look at some basic corporate law matters, such as vertical and horizontal governance (money and power) issues as well as “internal” relationships with “outside” corporate constituencies, such as creditors. After setting down a groundwork for the firm and its governance, the body of our course will focus on regulatory law, namely vertical and horizontal duties of care and loyalty, and exculpating/cleansing those duties. We will conclude with an introduction to a wide variety of vertical and horizontal M&A and takeover issues, including takeover defenses (Unocal doctrine), sales (Revlon and Time doctrines) and freeze-outs (Weinberger doctrine).
- This course examines the various forms of non-corporate business entities. It emphasizes the legal facets of agency, general partnerships, limited partnerships, and limited liability companies. Combined with Corporations, this course is intended to provide students with a foundational background in a wide spectrum of business organizations.
- This course teaches students essential concepts of business that lawyers should know. The focus is on basic concepts of accounting and finance. These concepts are important in numerous areas of law including corporation law, securities regulation, corporate finance, mergers and acquisitions. Other practitioners may also find these concepts useful including practices in tax, family law, regulation of industries, bankruptcy, and litigation. Among other topics, the course covers financial statements (including income statement, balance sheet, and cash flow statement), business ratios and financial statement analysis, time value of money and discount rates, valuation methods (including market multiples and DCF analysis), capital structure, market actors and their roles, and basic market transactions such as capital raising and acquisitions.
- Credit for Debtor-Creditor Law (LAW 6050) precludes additional credit for this course. A study of individual collection of monetary judgments and administration of insolvent estates under the Bankruptcy Code and state law.
- This course teaches basic accounting to students with no prior background in accounting. It may be taught live or online. Coverage includes financial statements, including the income statement, the balance sheet, and the cash flow statement, accounting standards under generally accepted accounting principles, double-entry bookkeeping and construction of financial statements, auditing and federal disclosures, analysis of the Form 10-K, financial statement analysis, accounting for partnerships and corporations, time value of money and valuation. This course may have nongraded and graded interim assessments that must be completed as a part of the course requirements, as well as a final exam. Note: A student cannot register for this course if the student has had prior coursework in accounting or an undergraduate degree in either accounting or business; this course is for students who have had no exposure to accounting, and registration in violation of this policy is a violation of the Honor Code.
- LLCs, Partnerships, and Corporations (West 2021) [Link]
- Essential Concepts of Business for Lawyers (3rd edition, Wolters Kluwer Law & Business, 2020) [Link]
- Partnerships, Limited Liability Companies, and Corporations (West, forthcoming 2020)
- Business Organizations: Law and Policy (co-authored, West 2017) [Link]
- Legal Negotiations (West, 2017) (co-authored) [Link]
- Corporate Finance (Aspen Publishers, Wolters Kluwer Law & Business, 2016) [Link]
- Limited Liability Entities: State by State Guide to LLCs, LPs, and LLPs. Vols. 1-10 (Aspen Publishers, Wolters Kluwer Law & Business, 2015) (co-authored) [Link]
- The Political Economy of Corporate Law and Governance: American and Korean Rules Under Different Endogenous Conditions and Forms of Capitalism,” 55 Wake Forest L. Rev. 101 (2020) [SSRN]
- “Corporate Short-Termism and Intertemporal Choice,” 96 Wash. U. L. Rev. 496-558 (2018) [SSRN]
- “A Legal Theory of Shareholder Primacy,” 102 Minn. L. Rev. 1951-2017 (2018) [SSRN]
- “Intra-Firm Monitoring of Executive Compensation,” 69 Vand. L. Rev. 695-759 (2016) [SSRN]
- “On Duopoly and Compensation Games in the Credit Rating Industry,” 108 Nw. U. L. Rev. 85-137 (2013) [SSRN]
- “The Tort Foundation of Duty of Care and Business Judgment,” 88 Notre Dame L. Rev. 1139-1198 (2013) [SSRN]
- “A Financial Economic Theory of Punitive Damages,” 111 Mich. L. Rev. 33-87 (2012) [SSRN]
- “A Production Theory of Pure Economic Loss,” 104 Nw. U. L. Rev. 49-104 (2010) [SSRN]
- “Bonding Limited Liability,” 51 Wm. & Mary L. Rev. 1417-1488 (2010) [SSRN]
- “Fiduciary Exemption for Public Necessity: Shareholder Profit, Public Good, and the Hobson’s Choice during a National Crisis,” 17 Geo. Mason L. Rev. 661-736 (2010) [SSRN]
- “Toward Procedural Optionality: Private Ordering of Public Adjudication,” 84 N.Y.U. L. Rev. 514-571 (2009) [SSRN]