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Get to Know: Robert Miller

Robert Miller

At the UI Since: 2012

Alma Mater:

BA, Columbia College

MA, Columbia University

MPhil, Columbia University

JD, Yale Law School

Where is your hometown? I was born in New York City, grew up on Long Island in the suburbs of New York City, and lived my whole adult life in Manhattan until I took my first teaching job at Villanova.

What did you do before joining Iowa Law? Part of that answer is above. I went to college at Columbia University, where I studied philosophy and mathematics. After college, I wanted to go to graduate school, but I was unsure as to which of the two disciplines—philosophy or mathematics—I should pursue. I ultimately decided to stay at Columbia and study philosophy. Thus, for the next two years I did a rather severe sort of analytic philosophy, mostly philosophy of logic and philosophy of language. Because I saw that people ahead of me in the PhD program were not getting jobs, and because I saw what my fiancée (now my wife) was doing in her law school classes at Cornell, I decided to go to law school, though to be an investment banker rather than a lawyer. I started at the Yale Law School in 1994, and I studied economics seriously for the first time. When I was graduating, I was ambivalent between going into investment banking or accepting an offer from Wachtell, Lipton, Rosen & Katz, which then and now is the premier M&A firm in the world. I ultimately made the wise choice and joined Wachtell, which I still regard as the best place in the world to practice law. Because of its one-to-one partner-to-associate ratio, Wachtell routinely gives its associates tremendous responsibility, and I learned an immense amount, about the law and about being a professional, in my years at the firm. Nevertheless, there were still intellectual questions I hoped to work on, and by 2000 I decided to return to graduate school at Columbia. This time, however, I was supposed to be working in moral philosophy and the philosophy of law. In fact, I ended up spending a large part of my time teaching undergraduate literature and philosophy, most importantly Columbia’s famous course on Literature Humanities (think Homer to Joyce in one year). Through a frightful concatenation of circumstances, I discovered that I could more easily become a law professor than a philosophy professor. At that point, things moved quickly; one thing led to another, and Villanova offered me a tenure-track appointment in 2005. I got tenure there in 2011 and came to Iowa in 2012.

Describe your role at the university. I am a professor of law. I teach mostly upper-level business law courses like Mergers and Acquisitions and Corporate Finance, but I have also taught Contracts, Business Associations, Antitrust, Law & Economics, and Securities Regulation, as well as seminars on Deals, Capitalism and Topics in Law & Economics. I write about business law. I try to do my part to participate in faculty governance. One of my special assignments from the dean is to help out students who are interested in going to big law firms.

What do you enjoy most about working at Iowa Law? That’s easy: I love our students. I get a year older every year, but the students are perpetually young, with a world of possibilities ahead of them. It’s a great thing to be able to see the world through their eyes. I think everyone should have a great variety of friends—some younger, some older, some male, some female, some who agree with you about politics and religion, some who completely disagree. Having friends like that gives you a much wider perspective on life, and it keeps you honest. Getting to know our students lets me see a big part of the world that would otherwise be invisible to me. Also, when I started teaching as a graduate student, I was about thirty and my students were eighteen or nineteen, and I could be the worldly-wise older brother. Now, I’m old enough to be dad without actually being dad, and my relationship with the students has clearly changed for that reason—not become better or worse, but just different because we relate to each other differently. I’m looking forward to being grandpa in fifteen or twenty years, which will be yet another new experience.

What does your scholarship entail? I have self-consciously chosen to write about the things that interest me, regardless of whether those things are hot topics or areas of concern to other scholars. For that reason, I have written about a lot of different things in business law. If there is a theme in my scholarship (and that, frankly, is pretty big if), it is that I apply law-and-economic methods not to statutes or rules of the common law but to the rules sophisticated parties have made for themselves in the contracts they enter into. This is a fertile ground for L&E, because the parties are, as I say, sophisticated, and they are all rational profit-maximizers if anyone is. Hence, it is a near certainty that the rules they devise to govern their relationships are efficient, even if it is sometimes difficult for people on the outside to understand why they are. I enjoy figuring out why what seems inefficient is actually not. For example, in one of my papers, I consider how, when financial institutions sell residential mortgage-backed securities (RMBSs), they include in the contract of sale provisions that assign a wide array of risks related to the mortgages to the seller. Under standard L&E arguments, this allocation of risk makes sense because the sellers are the cheaper cost-avoider (CCA) or superior risk-bearer (SRB) with respect to these risks. Now, the mortgages often run for very long periods of time—e.g., thirty years. But the risk allocations in the contract are made in such a way that the applicable statute of limitations runs out six years after the date of the contract; hence, after that date, the risks are effectively shifted to the buyers. It would be easy, however, to draft provisions that keep the risks on the seller for the whole life of the mortgage. If the seller is the CCA or SRB on the date of the contract, what could possibly change so that, six years later, the buyer has become the CCA or SRB? That’s a puzzlement. My argument in the paper is that, as time goes by, the chance of an erroneous determination of whether a risk assigned to the seller really materialized increases, and at some point the costs of error exceeds the benefit of shifting the risk; at that point, it is cheaper to leave the risk with the holder of the mortgage—the buyer. But none of this is obvious from the face of the contract. I was very pleased when, presenting this paper at another university, one of the faculty members of that university said I had managed to take the intersection of two very boring things—RMBSs and statutes of limitations—and say something interesting.

How did you decide to join the legal profession? I answered this question in part above. When I was in graduate school (the first time), I was worried I would never be able to make a living. My fiancée, now my wife, was in law school, and I saw what she was doing in her classes, and I concluded I would be pretty good at such things, and so I went to law school in order to get a marketable degree to pay the mortgage. It’s all rather dumb luck that I ended up finding endless fascinating problems in the law and bumbling my way into a job that I truly love.

What is most fulfilling about your work? Well, see above what I said about the students. After that, I very much enjoy thinking long and hard about problems (I undoubtedly think too much and read too little), and having a job that lets me spend several hours a day doing that makes me one of the luckiest guys in the world.

What’s a risk you’ve taken and did it pay off? I was an associate at Wachtell, Lipton in the late 1990s. I was doing very well there, and I was told in so many words I would make partner if I stayed. Partners at Wachtell made about $4 million a year then, and they make about $6 million a year now. I like money as much as the next guy, maybe more so. I made a bet, however, that I would have a better life with more time to do what I wanted—both professionally and personally (the very best aspects of my life are my wife, whom I took to the senior prom when we were seventeen, and my seven year-old son)—and I won big time. I am sure I would have loved being a partner at Wachtell, Lipton too—it’s about the only job that, for me, might be as good as being a law professor—but it would have been a very different kind of life, and I prefer the one I have.

What’s your favorite book, or what are you reading right now and why do you enjoy it? It’s hard to narrow down my favorite books. In literature, I think no one can touch Homer, Dante, and Shakespeare; Joyce is a close fourth, I think, but it’s still too soon to tell for sure about him. In philosophy, my masters are Aristotle, Aquinas, Frege and Quine, and so I would mention Aristotle’s Nicomachean Ethics, Aquinas’s Summa Theologiae, Frege’s essays on logic, and Quine’s From a Logical Point of View (especially the essays “On What There Is” and “Two Dogmas of Empiricism”), as well as his summations of his philosophy in his short books The Pursuit of Truth and From Stimulus to Science. In economics, my masters are Smith (The Wealth of Nations), Coase (The Problem of Social Cost) and Friedman (A Monetary History of the United States).

As to what I’m reading right now, as usual, I’m reading several books at once. On the recommendation of my friend Steve Barr, a physicist at the University of Delaware, I’m reading a book by Nicholas Wade called Before the Dawn on the pre-history of human beings. I’m also reading John Cassian’s Institutes (Cassian, who lived in the fourth century, spent time with the monks in Egypt and Palestine and brought much of their ascetic discipline to the west; he was a great favorite of Aquinas). And I always have a mathematics book to work on, and right now it’s Weil’s famous and very deceptively titled little book on Number Theory of Beginners.

Name a few of your favorite things. In music, Bach, who towers over them all. In politics, Churchill, who saved the world from Nazism. In American history, Lincoln, who was not only the best president we ever had but was also the best man ever to be president—yes, even better than Washington. On the Supreme Court, Justice Mahlon Pitney (look him up—and see what Richard Epstein has said about him). In detective fiction, Conan Doyle’s Sherlock Holmes (no one else has ever come close), and, as a distant second, Dorothy Sayers’ Lord Peter Wimsey. In painting, Leonardo, and in sculpture, Michelangelo. In architecture, the Gothic, as in Chartres. In spirits, single-malt scotch, of course. In wines, Bordeaux, especially Mouton Rothchild, and Sauternes, especially D’Yquem, and also Tokai, which Louis XIV called the vinum regum et rex vinorum. In New York restaurants, Le Bernardin, the Four Seasons (before it closed—a tragedy from which I have never fully recovered), Del Posto, and the 21 Club, where they still require gentlemen to wear jackets. Among contemporary legal scholars, Richard Epstein, who sees (and says) more in a minute than most do in a year. In places to live, the island of Manhattan, which has no rival anywhere. And Calvin & Hobbes, which is the most sophisticated humor since Aristophanes.

Also, here are a few things I don’t like: modern art (there are several well-known cases in which famous art critics couldn’t tell the difference between the works of famous “artists” and those of chimpanzees), post-modernism (see the Sokol Hoax), and behavioral economics (which was always a poor excuse for intervening in markets and has in recent years become an even poorer one as its empirical foundations have been demolished). I hope to outlive all three of these.

Is there anything you want alumni to know about you? I’m honored to teach at their law school.