Robert W. Hillman - UC Davis School of Law

Robert W. Hillman
Professor of Law
University of California
Davis, Ca. 95616

(530) 752-8020
[email protected]

PROFESSIONAL EXPERIENCE

Academic: Fair Business Practices Distinguished Professor of Law, University of
Practice: California, Davis (on Davis faculty since 1981).

Acting Director of LL.M Program, University of California, Davis, 2004-
05.

Visiting Professor of Law, Duke University (Fall, 1989 and Spring, 1996).

Visiting Martin Kilpatrick and Robert Cotton Alston Professor of
Corporate and Securities Law, University of Georgia (Spring 1995).

Visiting Edward Ball Eminent Scholar of International Law, Florida State
University (Spring, 1994).

Visiting Professor of Law, New York University (Fall, 1990).

Visiting Professor of Law, University of International Business and
Economics, Beijing, China (Fall Semester, 1986 and Spring, 1988).

Acting Professor of Law, University of California, Davis (1981-84).

Lecturer (part time), University of Southern California Law Center (1975-
78).

Courses: Business Associations; Business Planning; Securities
Regulation; Comparative Law; Law and Development in Post-Conflict
Societies; Law and Economic Development; International Business
Transactions; International Securities Regulation; International Litigation
and Arbitration; International Finance; Introduction to American Law.

General Counsel and Attorney, Star-Kist Foods (1979-81).

Attorney, Paul, Hastings, Janofsky & Walker, Los Angeles (1974-78).
Practice emphasized corporate, partnership, and tax matters.

Clerkship: Law Clerk, Judge Joseph T. Sneed, United States Court of Appeals for the
Ninth Circuit, San Francisco (1973-74).

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Robert W. Hillman

Member: American Law Institute (Life Member since 2012); California Bar (since
Other: 1973); Order of the Coif.

International Senior Lawyers’ Project Natural Resource Concession
Renegotiation Support, Liberia (2006-08).

Board of Visitors, Duke Law School (since 2001-08).

Visiting Heyman Scholar in Corporate Law, Cardozo Law School, March,
2000.

Advisory Group, American Law Institute, Restatement of the Law (Third),
Agency.

Official Advisor, Drafting Committee to Revise the Uniform Partnership
Act, National Conference of Commissioners on Uniform State Laws.

Advisor, English Law Commission’s Partnership Law Reform Project.

Consultant, World Bank`s Chinese University Development Project II.

International Trade Policy and Market Management Program, Ministry of
Trade, Hanoi and HoChiMinh City, Vietnam, July, 1997 (Duke/USIA)
Faculty Coordinator and Lectures on Policies Related to International
Trade in Services.

Member, California State Senate’s Blue Ribbon Task Force on
Shareholder Litigation.

Law School: EDUCATION
College:
J.D., Duke University, 1973; Editor-in-Chief, Duke Law Journal; Corpus
Juris Secundum Award; Order of the Coif.

B.A. (Summa Cum Laude) in Political Science, California State University
at Long Beach, 1970.

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Robert W. Hillman

PUBLICATIONS

BOOKS
.
RESEARCH HANDBOOK ON PARTNERSHIPS, LLCS AND ALTERNATIVE FORMS OF BUSINESS
ORGANIZATIONS (Edward Elgar Publishing) (co-edited with Mark Loewenstein) (in progress).

HILLMAN ON LAWYER MOBILITY: THE LAW AND ETHICS OF PARTNER WITHDRAWALS AND LAW
FIRM BREAKUPS (Wolters Kluwer, 2d ed. 1998; Little Brown, 1st ed. 1994) (with bi-annual
supplements).

HILLMAN ON LAWYER MOBILITY: THE LAW AND ETHICS OF PARTNER WITHDRAWALS AND LAW
FIRM BREAKUPS (Chinese edition, 2004).

THE REVISED UNIFORM PARTNERSHIP ACT (West) (with Allan Donn and Donald Weidner)
(published annually).

GENERAL AND LIMITED LIABILITY PARTNERSHIPS UNDER THE REVISED UNIFORM PARTNERSHIP
ACT (West 1996) (with Allan Vestal and Donald Weidner).

CALIFORNIA SUPPLEMENT, GENERAL AND LIMITED LIABILITY PARTNERSHIPS UNDER THE REVISED
UNIFORM PARTNERSHIP ACT (West 1997) (with Allan Vestal and Donald Weidner).

LAW FIRM BREAKUPS: THE LAW AND ETHICS OF GRABBING AND LEAVING (Little, Brown & Co.
1990) (with annual supplements).

SECURITIES REGULATION: CASES AND MATERIALS (Aspen, 7th ed. 2013; 6th ed. 2009; 5th ed.
2006; 4th ed. 2004; 3d ed. 2001; 2d ed. 1997; 1st ed. 1991) (with James Cox and Donald
Langevoort) (with teacher’s manuals and annual supplements).

SECURITIES REGULATION: SELECTED STATUTES, RULES AND FORMS (Aspen, published annually)
(with James Cox and Donald Langevoort).

ARTICLES

Changing Firms? Transparency and Caution Can Smooth the Process, THE RECORDER (July 15,
2014).

Organizational Choices of Law Firms (with Allison Rhodes and Peter Tran) (forthcoming in
BUSINESS ENTITIES).

Partners without Partners, The Legal Status of the Single Person Partnership (with Donald
Weidner) (XVII FORDHAM JOURNAL OF BUSINESS AND FINANCIAL LAW 451 (2012)).

The Fiduciary Perspective for New Partners, AMERICAN BAR ASSOCIATION’S THE YOUNG
LAWYER (March, 2011).

Law Firm Risk Management in an Era of Breakups and Lawyer Mobility: Limitations and
Opportunities 43 TEXAS TECH LAW REVIEW 449 (2010).

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Robert W. Hillman

Client Files and Digital Law Practices: Rethinking Old Concepts in an Era of Lawyer Mobility
(with Allison Rhodes) 44 SUFFOLK UNIVERSITY LAW REVIEW 897 (2010).

Client Choice, Contractual Restraints, and the Market for Legal Services, 36 HOFSTRA LAW
REVIEW 65 (2008).

Whatever Happened to the Market for Partners’ Desks? The Milberg Indictment as an Inquiry
Into Accountability, 2 JOURNAL OF BUSINESS & TECHNOLOGY LAW 415 (2007).
Closely-Held Firms and the Common Law of Fiduciary Duty: What Explains the Enduring
Qualities of a Punctilio? 41 TULSA LAW REVIEW 441 (2006).

Ties that Bind and Restraints on Lawyer Competition: Restrictive Covenants as Conditions to
Payments of Retirement Benefits, 39 INDIANA LAW REVIEW 1 (2005).

Law, Culture and the Lore of Partnership: Of Entrepreneurs, Accountability, and the Evolving
Status of Partners, 40 WAKE FOREST LAW REVIEW 793 (2005).

The Bargain in the Firm: Partnership Law, Corporate Law and Private Ordering within
Closely-Held Business Associations, 2005 UNIVERSITY OF ILLINOIS LAW REVIEW 171.

Organizational Choices of Professional Service Firms: An Empirical Study, 58 THE BUSINESS
LAWYER 1387 (August, 2003)).

The Property Wars of Law Firms: Of Client Lists, Trade Secrets, and the Fiduciary Duties of
Law Partners, 30 FLORIDA STATE UNIVERSITY LAW REVIEW 767 (2003).

Law Firms as Revolving Doors: The Hidden Costs of Lawyer Mobility, 91 KENTUCKY LAW
JOURNAL 299 (2002-03)).

Professional Partnerships, Competition, and the Evolution of Firm Culture: The Case of Law
Firms 26 JOURNAL OF CORP. LAW 1061 (2001).

Business Partners as Fiduciaries: Reflections on the Limitations of Theory, 22 CARDOZO L.
REV. 51 (2000).

Basic Principles of U.S. Securities Laws, in Collection of Essays and Articles from the Training
Workshop of the Standardization and Development of Securities Markets (Shanghai Joint
Publishing Co. 2000).
The Impact of Partnership Law on the Legal Profession, 67 FORD. L. REV. 393 (1998).
Loyalty in the Firm: A Statement of General Principles Applicable to Partners Withdrawing
from Law Firms, 55 WASH & LEE L. REV. 997 (1998).
Limited Liability in Historical Perspective, 54 WASH. & LEE L. REV. 613 (1997).

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Robert W. Hillman

New Forms and New Balances: Managing the External Relations of the Unincorporated Firm,
54 WASH & LEE L. REV. 615 (1997) (symposium introduction).
Terminating Law Partners Can Be a Risky Venture, NAT’L L. J., Nov. 10, 1997, at D1.
RUPA and Former Partners: Cutting the Gordian Knot with Continuing Partnership Entities,
58 LAW AND CONTEMPORARY PROBLEMS 7 (1995).
The Law Firm as Jurassic Park: Comments on Howard v. Babcock, 27 U.C.DAVIS L. REV. 533
(1994).

Cross-Border Investment, Conflict of Laws, and the Privatization of Securities Law, 55 LAW AND
CONTEMPORARY PROBLEMS 331 (1992).

Limited Liability and the Externalization of Risk: A Comment on the Death of Partnership, 70
WASHINGTON UNIVERSITY LAW QUARTERLY 477 (1992).
The Truth about Law Firm Divorces, 17 LITIGATION 26 (Spring, 1991) (with Jacob Stein).
Law Firms and their Partners: The Law and Ethics of Grabbing and Leaving, 67
TEXAS LAW REVIEW 1 (1988).

Private Ordering Within Partnerships, 41 UNIVERSITY OF MIAMI LAW REVIEW 425 (1987).

China Trade and Investment, in CURRENT LEGAL ASPECTS OF DOING BUSINESS IN THE PACIFIC
BASIN 155 (American Bar Association 1987) (with Sherrill Babcock).

Bringing Managers to Book, 19 U.C. DAVIS LAW REVIEW 253 (1986).

Indissoluble Partnerships, 37 UNIVERSITY OF FLORIDA LAW REVIEW 691 (1985).

Providing Effective Legal Representation in International Business Transactions, 19 THE
INTERNATIONAL LAWYER 3 (1985).

Power Shared and Power Denied: A Look at Participatory Rights in the Management of
General Partnerships, 1984 UNIVERSITY OF ILLINOIS LAW REVIEW 865.

Misconduct as a Basis for Excluding or Expelling a Partner: Effecting Commercial Divorce and
Securing Custody of the Business, 78 NORTHWESTERN UNIVERSITY LAW REVIEW 527 (1983).

The Dissatisfied Participant in the Solvent Business Venture: A Consideration of the Relative
Permanence of Partnerships and Close Corporations, 67 MINNESOTA LAW REVIEW 1 (1982).

Defined Contribution Plans after ERISA, 1977 MAJOR TAX PLANNING 527.

The Unseen Revolution: How Pension Fund Socialism Came to America, 50 SOUTHERN
CALIFORNIA LAW REVIEW 593 (1977) (book review).

The Determination Letter Under ERISA, THE PRACTICAL LAWYER (December, 1976).

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Robert W. Hillman

Reports
Lead Author, International Senior Lawyers’ Project Report on the Mittal Iron Ore Concession in
Liberia, 2006.
Lead Author, International Senior Lawyers’ Project Report on the Firestone Rubber Concession
in Liberia, 2006.

SELECT CONFERENCES, LECTURES,, PRESENTATIONS, ETC.

Practicing Law Institute Webcast, Strategies for a Smooth and Ethical Transition Plan That Will
Help Your Firm Close the Deal: How to Keep Lateral Candidates on Track, Feb. 2015: Panelist
U.C. Davis Law Review Symposium Program, Corruption and Compliance, Promoting Integrity
in a Global Economy, Jan. 2015: Moderator, Why Regulate Corruption?
Large Law Firm General Counsel Roundtable, Napa, May 2013: Presenter, Challenges of
Lawyer Mobility – Implications for Large Firm Partnership Structures.
ABA Center for Professional Responsibility, Webinar, Jan. 2013: Panelist, Lawyers Changing
Firms: Conflicts, Stealing Clients, and Accessing Files.
Business Law Journal Symposium, JOBS Act Challenges & Opportunities, Davis, Jan. 2013:
Moderator, IPO On-Ramp for Emerging Growth Companies.
ABA National Legal Malpractice Conference, Chicago, Sept. 2012: Panelist, Liability Lessons
from Law Firm Dissolutions.
ABA Business Law Section, Las Vegas, Mar. 2012: Panelist, Who Owns the Client? – How
Jewel v. Boxer Has Impacted Ethical and Legal Issues Arising in Law Firm Dissolutions.
Legal Malpractice and Risk Management Conference, Chicago, Mar. 2012: Panelist, How
Limited is Your Liability?
AON Large Law Firm Symposium, Chicago, Ill., Oct. 2011: Panelist, The Perilous Process of
Partner De-Equitizations, Expulsions, and Negotiated Departures.
Hildebrandt Law Firm General Counsel Roundtable, Los Angeles, May 2011: Presenter,
Challenges of Lawyer Mobility – Implications for Partnership Structures.

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Robert W. Hillman

Legal Malpractice and Risk Management Conference, Chicago, Feb. 2011: Panelist, Who is a
“Partner?” – The Legal Implications of Titles.

Texas Tech University and State Bar of Texas Law Firm Dispute Symposium, Dallas, Texas,
Sept. 2010: Presentation, Avoiding Litigation Related to Law Firm Breakups and Lawyer
Mobility.

Oregon Law Institute, Portland, Ore., Nov. 2009: Panelist, Making the Best of a Bad Situation:
Ethical and Practical Advice for Lawyers in Difficult Economic Times.

AON Large Law Firms Symposium, San Francisco, Ca., Oct. 2009: Panelist, Migratory Lawyers
and Associated Challenges.

Rocky Mountain Mineral Law Foundation Annual Meeting, San Francisco, Ca., July 2009:
Speaker, Liberia’s New Beginning: Renegotiating the Iron Ore Concession with Arcelor Mittal.

University of Louisville, Brandeis School of Law Annual Carl A. Warns, Jr. Labor and
Employment Law Institute, June 2009, Louisville, Ky.: Presentation, The Law and Ethics of
Lawyer Mobility.

ABA National Conference on Professional Responsibility, May 2009, Chicago: Panelist,
Changing Times and the Changing Landscape of Law Firm Disputes.

South Carolina State Bar Association Annual Convention, Myrtle Beach, S.C., Jan. 2009,
Seminar on Legal Ethics.
Duke Law School/Hong Kong University Summer Program on Transnational Law, Hong Kong,
Summer of 2008: Course on Law and Development in a Post-Conflict Environment.

ALAS Loss Prevention Program, June 2006, Toronto: Panelist, Law Firm Management Liability

ABA National Conference on Professional Responsibility May 2006, Vancouver: Panelist,
Ethics Issues Regarding Lawyer Mobility

National Association of Legal Search Consultants Annual Meeting, Fort Lauderdale, Florida,
May, 2006, Panel on Recent Trends in Lawyer Mobility
Legal Malpractice and Risk Management Conference, Chicago, March 2006, Panel on Law Firm
Mergers and Lateral Hires: Managing Conflicts of Interest Risks, Panelist.
Law and Society Association Annual Meeting, Las Vegas, June 2005, Law Firms, Legal Careers
and the Law School Curriculum, Panelist.
Conference on The Future of Business Structures, Wake Forest School of Law, Apr. 2005,
Presentation of the Lore of Partnership.

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Robert W. Hillman

Conference on Romancing the Foreign Investor: Bit by Bit, Moderator of Panel Discussion on
Foundations: What Are Bilateral Investment Treaties, Mar. 2005, U.C. Davis Journal of
International Law and Policy

Conference on Uncorporation: A New Age?, University of Illinois, April, 2004, Presentation of
The Bargain in the Firm: Partnership Law, Corporate Law and Private Ordering within Closely-
Held Business Associations.

Conference on Entity Rationalization, University of Maryland, Nov. 2002, Presentation of Data
on Organizational Choices of Professional Service Firms.

Ohio State University Moritz College of Law, Nov. 2002, Presentation of Data on Organizational
Choices of Professional Service Firms.

Duke Law School/Hong Kong University Summer Program on Transnational Law, Hong Kong,
Summer of 2002: Course on Introduction to the United States Legal System.

Randall-Park Lecture, University of Kentucky College of Law, May, 2002, Presentation of The
Hidden Costs of Lawyer Mobility.

Lane Foundation Lecture, Creighton Law School, April, 2002, Law Firms and Revolving Doors:
Implications of the Demise of Lawyer Loyalty.

American Association of Law Schools Annual Conference, New Orleans, January, 2002,
Presentation on Socio-Economics and the Teaching of Securities Regulation

Conference on Close Corporation and Partnership Law Reform in Europe and the United States,
Tilburg University, The Netherlands, May, 2001: Presentation on Professional Partnerships.

Duke Law School/Hong Kong University Summer Program on Transnational Law, Hong Kong,
Summer of 2001: Course on Securities Regulation and the Internet.

ABA National Conference on Professional Responsibility, June, 2000, New Orleans: Panelist,
Ethics Issues Regarding Arriving and Departing Partners.

Thailand Securities and Exchange Commission and Duke Global Capital Markets Center,
Training Workshop for Securities Regulators, Bangkok, May, 2000: Presentations on U.S. and
Thai Securities Laws.

China Securities Regulatory Commission and Duke Global Capital Markets Center, Training
Workshop for Securities Regulators, Shanghai, May, 2000: Presentations on U.S. and Chinese
Securities Laws.

Cardozo School of Law, Faculty Workshop, March, 2000: Presentation of Business Partners as
Fiduciaries: Reflections on the Limitations of Doctrine.

Cardozo School of Law, Short Course on Alternatives to the Corporate Form of Organization
(LLCs and LLPs), March, 2000.

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Robert W. Hillman

ABA Business Law Section, August, 1999, Atlanta: Panelist, Law Firms at the Millennium--
Reconsidering the Relationships Among Lawyers and With Clients.

University of California/University of Cologne, Program on Transnational Investment
Transactions, July, 1998: Lectures on Securities Regulation and Capital Markets.

University of San Diego, Institute on International and Comparative Law, London 1999: Course
on International Business Transactions.

University of San Diego, Institute on International and Comparative Law, Paris 1998: Course on
International Business Transactions.

New York County Bar Association, May 1998: Speaker, Legal and Ethical Implications of
Partner Withdrawals.

Washington & Lee School of Law, April 1998: Speaker, Law Firm Withdrawals and Expulsions
(Washington, D.C. and Lexington, Va.).

Duke Law School/Hong Kong University Summer Program on Transnational Law, Hong Kong,
July, 1997: Course on Regulation of Transnational Investment Transactions.

ABA Litigation Section, April, 1997, Washington, D.C.: Panelist, Jumping Ship, Ethical Issues
for Partners Changing Firms.

Association of Professional Responsibility Lawyers, February, 1997, Mid-Year Meeting, San
Antonio, Texas: Panelist, Downsizing the Law Firm.

Washington & Lee Law School, November, 1996, The Future of the Unincorporated Firm:
RUPA, LLPs, LLCs, and Beyond: Moderator, Panel on Organizing the External Relations of the
Unincorporated Firm.

Duke Law School/Hong Kong University Summer Program on Transnational Law, Hong Kong,
Summer of 1996: Course on Introduction to the United States Legal System.

University of Georgia Law School and the Flemish and French Bar Associations of Brussels,
Brussels, Summer of 1995: Course for the Brussels Bar on Securities Regulation.

Duke Law School Summer Program on Transnational Law, Free University of Brussels, Summer
of 1994: Course on Regulation of International Investment.

German-American Law Association, Miami, Spring of 1994: Address on Emerging Issues in
International Securities Regulation.

Tulane Law School, Spring of 1994: Lecture on Internationalization of Securities Markets.

University of San Diego, Institute on International and Comparative Law, Paris, Summer of
1993: Course on International Business Transactions.

Duke Law School Summer Program on Transnational Law, Free University of Brussels, Summer
of 1992: Course on Domestic Regulation of Transnational Business and Investment.

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Robert W. Hillman
National Conference of Bond Lawyers, Washington, D.C., February, 1992: Presentation on
Securities Laws and Municipal Finance.
University of Texas School of Law, Conference on Current Issues in Partnerships, Limited
Liability Companies, and Registered Limited Liability Partnerships, Houston, January, 1992:
Presentation on Law Firm Breakups.
Washington University School of Law and John M. Olin School of Business, F. Hodge O'Neal
Conference on Corporate Law and Finance, November, 1991: Commentator on Ribstein's Death
of Partnership.
Duke Law School, Conference on International Regulatory Competition and the Securities
Markets, Durham, N.C., October, 1991: Presentation of Cross-Border Investment, Conflict of
Laws, and the Privatization of Securities Law.
National Association of Legal Search Consultants Annual Meeting, San Francisco, April, 1991,
Keynote Address and Panelist.

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