Robert J. Rhee
John H. and Mary Lou Dasburg Professor of 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, 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: Essential Concepts of Business For Lawyers (2d edition, Wolters Kluwer Law & Business, 2016); 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 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. Professor Rhee blogs on his personal webpage.
J.D., George Washington University
M.B.A., University of Pennsylvania (Wharton)
B.A., University of Chicago
Teaching and Scholarship
- Corporate Finance, Corporations, Securities Regulations, Unincorporated Business Enterprises
- Published scholarly articles in, among other journals, Northwestern University Law Review, Michigan Law Review, New York University Law Review, Vanderbilt Law Review, Minnesota Law Review, Notre Dame Law Review, Emory Law Journal, William & Mary 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.
- 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.
- 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.
- Corporate Finance (Aspen Publishers, Wolters Kluwer Law & Business, 2016) [Link]
- Business Organizations: Law and Policy (co-authored, West 2017) [Link]
- Essential Concepts of Business for Lawyers (2d edition, 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]
- Legal Negotiations (West, 2017) (co-authored) [Link]
- “A Legal Theory of Shareholder Primacy,” 102 Minn. L. Rev. (forthcoming 2017) [SSRN]
- “Intra-Firm Monitoring of Executive Compensation,” 69 Vand. L. Rev. 695 (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]