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Articles 1 - 30 of 50
Full-Text Articles in Law
Employee Say-On-Pay: Monitoring And Legitimizing Executive Compensation, Robert J. Rhee
Employee Say-On-Pay: Monitoring And Legitimizing Executive Compensation, Robert J. Rhee
Robert Rhee
This Article proposes the adoption of employee say-on-pay in corporate governance. The board would benefit from an advisory vote of employees on executive compensation. This proposal is based on two considerations: firstly, the benefits of better monitoring and reduced agency cost in corporate governance; secondly, the link between executive compensation and income inequity and wealth disparity in the broader economy. If adopted, shareholders and employees would monitor executive performance and pay at different levels. Shareholders through the market mechanism can only monitor at the level of public disclosures and share price. Employees can leverage private information. Non-executive managers in particular …
A Price Theory Of Legal Bargaining: An Inquiry Into The Selection Of Settlement And Litigation Under Uncertainty, Robert J. Rhee
A Price Theory Of Legal Bargaining: An Inquiry Into The Selection Of Settlement And Litigation Under Uncertainty, Robert J. Rhee
Robert Rhee
Conventional wisdom says that economic surplus is created when the cost of litigation is foregone in favor of settlement, a theory flowing from the Coase Theorem. The cost-benefit analysis weighs settlement against the expected value of litigation net of transaction cost. This calculus yields the normative proposition that settlement is a superior form of dispute resolution and so most trials are considered errors. While simple in concept, the prevailing economic model is flawed. This article is a theoretical inquiry into the selection criteria of settlement and trial. It applies principles of financial economics to construct a pricing theory of legal …
Loss Of Chance, Probabilistic Cause, And Damage Calculations: The Error In Matsuyama V. Birnbaum And The Majority Rule Of Damages In Many Jurisdictions More Generally, Robert J. Rhee
Robert Rhee
This short commentary corrects an erroneous understanding of probabilistic causation in the loss-of-chance doctrine and the damage calculation method adopted in Matsuyama v. Birnbaum. The Supreme Judicial Court of Massachusetts is not alone. Many other common law courts have made the same error, including Indiana, Nevada, New Mexico, Ohio, and Oklahoma. The consistency in the mistake suggests that the error is the majority rule of damages. I demonstrate here that this majority rule is based on erroneous mathematical reasoning and the fallacy of probabilistic logic.
The Socratic Method And The Mathematical Heuristic Of George Pólya, Robert J. Rhee
The Socratic Method And The Mathematical Heuristic Of George Pólya, Robert J. Rhee
Robert Rhee
A number of commentators have observed the decline of the Socratic method. This is unfortunate as the Socratic method can be an effective teaching tool. But this article recognizes that the Socratic method can be monochromatic. This article argues that the Socratic method should not be conceived simply as a method to teach analytic skills. Rather, once learned, it can be a concrete analytic tool for the students to use without the help of professors. In other words, it is an end to itself rather than a means. To do this, we can adopt George Polya's heuristic for teaching mathematical …
Catastrophic Risk And Governance After Hurricane Katrina: A Postscript To Terrorism Risk In A Post-9/11 Economy, Robert J. Rhee
Catastrophic Risk And Governance After Hurricane Katrina: A Postscript To Terrorism Risk In A Post-9/11 Economy, Robert J. Rhee
Robert Rhee
This essay inquires into the political economy and system of governance that have made catastrophes more frequent and severe. The system of governance that is designed to mitigate risk and respond to catastrophes can be ineffective, or worse, increase the risk of harm through unintended consequences. Human influence must be considered a source of collateral risk, the kind that leads to a systemic crisis or exacerbates one. This essay concludes with some brief proposals, discussion topics more than completed ideas, which may facilitate further academic and political dialogue on effective governance and public risk management. They include a catastrophe tax, …
Specialization In Law And Business: A Proposal For A J.D./'Mbl' Curriculum, Robert J. Rhee
Specialization In Law And Business: A Proposal For A J.D./'Mbl' Curriculum, Robert J. Rhee
Robert Rhee
This paper provides the specific details of how an interdisciplinary program of law and business can be structured in a three-year J.D. program. The program envisioned is a J.D./”M.B.L.”, which is distinguished from the better known J.D./M.B.A. The “M.B.L.” stands for “masters of business law,” which is simply an idea tag. The moniker can represent a program conferring a supplemental degree in law and business, or simply a specialized course of study to complete a J.D. Either way, the program is an interdisciplinary program of concentrated study in core transaction-oriented law courses and core business courses. The most effective education …
Bond Limited Liability, Robert J. Rhee
Bond Limited Liability, Robert J. Rhee
Robert Rhee
Limited liability is considered a “birthright” of corporations. The concept is entrenched in legal theory, and it is a fixed reality of the political economy. But it remains controversial. Scholarly debate has been engaged in absolute terms of defending the rule or advocating its abrogation. Though compelling, these polar positions, often expressed in abstract arguments, are associated with disquieting effects. Without limited liability, efficiency may be severely compromised. With it, involuntary tort creditors bear some of the cost of an enterprise. Most other proposals for reforming limited liability have been incremental, such as modifying veil piercing. However, neither absolutism nor …
Employee Say-On-Pay: Monitoring And Legitimizing Executive Compensation, Robert J. Rhee
Employee Say-On-Pay: Monitoring And Legitimizing Executive Compensation, Robert J. Rhee
Robert Rhee
This Article proposes the adoption of employee say-on-pay in corporate governance. The board would benefit from an advisory vote of employees on executive compensation. This proposal is based on two considerations: firstly, the benefits of better monitoring and reduced agency cost in corporate governance; secondly, the link between executive compensation and income inequity and wealth disparity in the broader economy. If adopted, shareholders and employees would monitor executive performance and pay at different levels. Shareholders through the market mechanism can only monitor at the level of public disclosures and share price. Employees can leverage private information. Non-executive managers in particular …
Incentivizing Credit Rating Agencies Under The Issuer Pay Model Through A Mandatory Compensation Competition, Robert J. Rhee
Incentivizing Credit Rating Agencies Under The Issuer Pay Model Through A Mandatory Compensation Competition, Robert J. Rhee
Robert Rhee
Credit rating agencies are important institutions of the global capital markets. If they had performed properly, the financial crisis of 2008-2009 would not have occurred. This article offers the simplest fix proposed thus far, and it is contrarian. This Article accepts the central role of rating agencies in the regulation of bond investments, the realities of a duopoly, and the issuer-pay model of compensation. The status quo is the baseline. The role of regulation should be to create the conditions necessary to induce competition. This article proposes that a small, recurring portion of revenue earned by the largest rating agencies …
Teaching Llcs Through A Problem-Based Approach, Michelle M. Harner, Robert J. Rhee
Teaching Llcs Through A Problem-Based Approach, Michelle M. Harner, Robert J. Rhee
Robert Rhee
Case studies and case simulations can be used to teach LLCs with an eye toward training business lawyers. These tools can be used in the traditional four-credit Business Associations (BA) course to supplement traditional teaching materials with mini-case studies that accent and apply analysis of primary legal sources. Alternatively, case studies and case simulations can be the centerpiece of a specialized course on LLCs. We discuss both approaches in this short essay.
Deal Deconstructions, Case Studies, And Case Simulations: Toward Practice Readiness With New Pedagogies In Teaching Business And Transactional Law, Michelle M. Harner, Robert J. Rhee
Deal Deconstructions, Case Studies, And Case Simulations: Toward Practice Readiness With New Pedagogies In Teaching Business And Transactional Law, Michelle M. Harner, Robert J. Rhee
Robert Rhee
In this short commentary, we explore the use of two interrelated pedagogical methods for teaching transactional and business law. The first method is deal deconstruction, which analyzes the set of final deal documents and outcomes. This method is backward-looking, conducting a post-mortem on business transactions and analyzing the parties’ choices memorialized in the agreement against the legal and financial alternatives. The second method involves case studies and simulations, which are commonly seen in business schools. This method is forward-looking, exposing students to the uncertainties and situational contexts of doing deals and deal-related litigation. Together, these complementary methods help students understand …
Transcription Of 2013 Chapman Law Review Symposium: "The Future Of Law, Business, And Legal Education: How To Prepare Students To Meet Corporate Needs", Leo E. Strine Jr., Bradley Borden, Robert J. Rhee, Tania King, Lee Cheng
Transcription Of 2013 Chapman Law Review Symposium: "The Future Of Law, Business, And Legal Education: How To Prepare Students To Meet Corporate Needs", Leo E. Strine Jr., Bradley Borden, Robert J. Rhee, Tania King, Lee Cheng
Robert Rhee
No abstract provided.
Tackling "Arithmophobia": Teaching How To Read, Understand, And Analyze Financial Statements, Paula J. Williams, Kris Anne Tobin, Eric Franklin, Robert J. Rhee
Tackling "Arithmophobia": Teaching How To Read, Understand, And Analyze Financial Statements, Paula J. Williams, Kris Anne Tobin, Eric Franklin, Robert J. Rhee
Robert Rhee
This discussion presents different ideas on how to teach accounting and practical finance to law students.
Foreword, Robert J. Rhee
The Terrorism Risk Insurance Act: Time To End The Corporate Welfare, Robert J. Rhee
The Terrorism Risk Insurance Act: Time To End The Corporate Welfare, Robert J. Rhee
Robert Rhee
The terrorist attacks of September 11, 2001, inflicted enormous losses on the insurance industry and businesses. In the wake of the disruptions occurring in the insurance market at the time, the government enacted the Terrorism Risk Insurance Act of 2002 to create a “temporary” federal backstop against catastrophic losses. This program subsidized private risk with public funds through a cost-sharing program for which the government does not receive any compensation. The compelling need for the program was unclear even in the smoldering aftermath of 9/11. Yet in response to effective lobbying by the insurance industry and business interests, Congress has …
The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee
The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee
Robert Rhee
This Article corrects a misconception in corporation law – the belief that principles of tort law do not apply to the liability scheme of fiduciary duty. A board’s duty of care implies exposure to liability, but the business judgment rule precludes it. Tort law finds fault; corporation law excuses it. The conventional wisdom says that the tort analogy fails. This dismissal of tort prinicples is wrong. Although shareholder derivative suits and ordinary tort cases properly yield systemically antipodal outcomes, they are bound by a common analytical framework. The principles of board liability are rooted in tort doctrines governing duty, customs, …
Loss Of Chance, Probabilistic Cause, And Damage Calculations: The Error In Matsuyama V. Birnbaum And The Majority Rule Of Damages In Many Jurisdictions More Generally, Robert J. Rhee
Robert Rhee
This short commentary corrects an erroneous understanding of probabilistic causation in the loss-of-chance doctrine and the damage calculation method adopted in Matsuyama v. Birnbaum. The Supreme Judicial Court of Massachusetts is not alone. Many other common law courts have made the same error, including Indiana, Nevada, New Mexico, Ohio, and Oklahoma. The consistency in the mistake suggests that the error is the majority rule of damages. I demonstrate here that this majority rule is based on erroneous mathematical reasoning and the fallacy of probabilistic logic.
Reflections On Team Production In Professional Schools And The Workplace, Robert J. Rhee
Reflections On Team Production In Professional Schools And The Workplace, Robert J. Rhee
Robert Rhee
No abstract provided.
Specialization In Law And Business: A Proposal For A J.D./"Mbl" Curriculum, Robert J. Rhee
Specialization In Law And Business: A Proposal For A J.D./"Mbl" Curriculum, Robert J. Rhee
Robert Rhee
This paper provides the specific details of how an interdisciplinary program of law and business can be structured in a three-year J.D. program. The program envisioned is a J.D./”M.B.L.”, which is distinguished from the better known J.D./M.B.A. The “M.B.L.” stands for “masters of business law,” which is simply an idea tag. The moniker can represent a program conferring a supplemental degree in law and business, or simply a specialized course of study to complete a J.D. Either way, the program is an interdisciplinary program of concentrated study in core transaction-oriented law courses and core business courses. The most effective education …
On Duopoly And Compensation Games In The Credit Rating Industry, Robert J. Rhee
On Duopoly And Compensation Games In The Credit Rating Industry, Robert J. Rhee
Robert Rhee
Credit rating agencies are important institutions of the global capital markets. If they had performed properly, the financial crisis of 2008–2009 would not have occurred, and the course of world history would have been different. There is a near universal consensus that reform is needed, but none as to the best approach. The problem has not been solved. This Article offers the simplest fix proposed thus far, and it is contrarian. Unlike other reform proposals, this Article accepts the central role of rating agencies in the regulation of bond investments, the realities of a duopoly, and the issuer-pay model of …
A Financial Economic Theory Of Punitive Damages, Robert J. Rhee
A Financial Economic Theory Of Punitive Damages, Robert J. Rhee
Robert Rhee
This Article provides a financial economic theory of punitive damages. The core problem, as the Supreme Court acknowledged in Exxon Shipping Co. v. Baker, is not the systemic amount of punitive damages in the tort system; rather, it is the risk of outlier outcomes. Low frequency, high severity awards are unpredictable, cause financial distress, and beget social cost. By focusing only on offsetting escaped liability, the standard law and economics theory fails to account for the core problem of variance. This Article provides a risk arbitrage analysis of the relationship between variance, litigation valuation, and optimal deterrence. Starting with settlement …
The Law School Firm, Bradley T. Borden, Robert J. Rhee
The Law School Firm, Bradley T. Borden, Robert J. Rhee
Robert Rhee
This Article introduces the concept of the law school firm. The concept calls for law schools to establish affiliated law firms. The affiliation would provide opportunities for students, faculty, and attorneys to collaborate and share resources to teach, research, write, serve clients, and influence the development of law and policy. Based loosely on the medical school model, the law school firm will help bridge the gap between law schools and the practice of law.
Ethical Issues In Business And The Lawyer's Role, Robert J. Rhee, Carol Morgan, Tamar Frankel, Mark Fagan
Ethical Issues In Business And The Lawyer's Role, Robert J. Rhee, Carol Morgan, Tamar Frankel, Mark Fagan
Robert Rhee
No abstract provided.
On Legal Education And Reform: One View Formed From Diverse Perspectives, Robert J. Rhee
On Legal Education And Reform: One View Formed From Diverse Perspectives, Robert J. Rhee
Robert Rhee
This article identifies two interconnected problems in legal education. First, legal education and practice are more disconnected than they should be, a reality which distinguishes law schools from other professional schools. The major flaw of legal education as the failure to produce more market-ready lawyers who have a mix of skills and knowledge to add value in a complex and challenging practice environment. Second, law school imposes large direct and opportunity costs on its students. These costs combine with the problem of a deficiency in academic training and post-graduation financing of additional training in the workplace to impose a growing …
Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee
Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee
Robert Rhee
This chapter discusses the legal issues of rescue and corporate social responsibility during times of public crisis. It analyzes a corporate board’s fiduciary duty related to the management of a public crisis and the provision of aid to government and the public. The thesis is that American corporate law adequately provides corporate boards authority to assume broad principles of corporate social responsibility, and that during a public crisis this authority is specially recognized in the enabling statutes of corporate law and should be broadened even further to pursue the public good in exigent circumstances.
Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee
Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee
Robert Rhee
This chapter discusses the legal issues of rescue and corporate social responsibility during times of public crisis. It analyzes a corporate board’s fiduciary duty related to the management of a public crisis and the provision of aid to government and the public. The thesis is that American corporate law adequately provides corporate boards authority to assume broad principles of corporate social responsibility, and that during a public crisis this authority is specially recognized in the enabling statutes of corporate law and should be broadened even further to pursue the public good in exigent circumstances.
Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee
Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee
Robert Rhee
This chapter discusses the legal issues of rescue and corporate social responsibility during times of public crisis. It analyzes a corporate board’s fiduciary duty related to the management of a public crisis and the provision of aid to government and the public. The thesis is that American corporate law adequately provides corporate boards authority to assume broad principles of corporate social responsibility, and that during a public crisis this authority is specially recognized in the enabling statutes of corporate law and should be broadened even further to pursue the public good in exigent circumstances.
Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee
Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee
Robert Rhee
This chapter discusses the legal issues of rescue and corporate social responsibility during times of public crisis. It analyzes a corporate board’s fiduciary duty related to the management of a public crisis and the provision of aid to government and the public. The thesis is that American corporate law adequately provides corporate boards authority to assume broad principles of corporate social responsibility, and that during a public crisis this authority is specially recognized in the enabling statutes of corporate law and should be broadened even further to pursue the public good in exigent circumstances.
Case Study Of The Bank Of America And Merrill Lynch Merger, Robert J. Rhee
Case Study Of The Bank Of America And Merrill Lynch Merger, Robert J. Rhee
Robert Rhee
This is a case study of the Bank of America and Merrill Lynch merger. It is based on the article, Fiduciary Exemption for Public Necessity: Shareholder Profit, Public Good, and the Hobson’s Choice during a National Crisis, 17 Geo. Mason L. Rev. 661 (2010). The case study analyzes the controversial events occurring between the merger signing and closing. It reviews in depth the circumstances under the federal government threatened to fire the board and management of Bank of America unless it consummated the Merrill Lynch acquisition. Among other issues, this case study raises the questions: (1) what is the role …
The Decline Of Investment Banking: Preliminary Thoughts On The Evolution Of The Industry 1996-2008, Robert J. Rhee
The Decline Of Investment Banking: Preliminary Thoughts On The Evolution Of The Industry 1996-2008, Robert J. Rhee
Robert Rhee
In this paper, I provide a basic, preliminary financial analysis of several prominent, independent investment banks: Goldman Sachs, Morgan Stanley, Merrill Lynch, Lehman Brothers, and Bear Stearns. I provide the following data: (1) segmentation of net revenue by products and services, (2) return on average equity, (3) leverage ratio, and (4) debt to equity ratio. Although the data analysis here is very basic, it still tells an interesting narrative of the evolution of the investment banking industry. The investment banking industry has undergone significant change in the twelve-year period 1996 to 2008. In the mid-1990s, banks had a balance mix …