Thomas W. Joo

Thomas Joo

Position Title
Martin Luther King Jr. Professor of Law

1109 King Hall

Thomas Joo specializes in corporate governance, contract law, white collar crime, critical race theory and antitrust. Prior to joining the UC Davis faculty, Professor Joo was a clerk in the chambers of the Honorable Wilfred Feinberg of the U.S. Court of Appeals for the Second Circuit and an associate at Cleary, Gottlieb, Steen & Hamilton in New York. He is a member of the American Law Institute and is the former chair of the Section on Contracts of the Association of American Law Schools. 

“The study of law involves not only the development and application of a discourse to describe and analyze the system of rights and obligations in political society, but also the development and application of a discourse to describe and analyze that discourse itself,” Professor Joo says. “The lawyer learns to speak the language of the law, and in that language, he or she not only speaks the law, but also speaks about the law. Or, to put it another way, the difference between law and zoology is that zoologists do not train to become elephants. Nor do elephants bother studying zoology. But legal education requires learning both to think like a lawyer and to critically analyze that method of thinking—in other words, to become both elephant and zoologist.”

Education and Degree(s)
  • B.A. East Asian Studies, Harvard College, 1989
  • J.D. Harvard Law School, 1993
Honors and Awards
  • Law Clerk to Hon. Wilfred Feinberg, U.S. Court of Appeals, Second Circuit, 1993-94
  • Associate, Cleary, Gottlieb, Steen & Hamilton, New York City, 1994-96
  • Executive Committee Member, Section on Contracts, Association of American Law Schools, 1999-2000, 2010-11
  • Board Member, Conference of Asian Pacific American Law Faculty, 2003
  • Member, American Law Institute
Research Interests & Expertise
  • Corporate Governance
  • Antitrust
  • Contracts
  • White Collar Crime
  • Critical Race Theory
Membership and Service
  • Legal Advisory Committee, Free Speech for People


Deborah Post, Thomas W. Joo, Deborah Zalesne, & Nancy Ota, CONTRACTING LAW, 6th ed. (Carolina Academic Press 2023)

The Harms of Police Surveillance Technology Monopolies (with Elizabeth Joh), DENVER LAW REVIEW FORUM (2022)

The “Small Business” Myth of the Paycheck Protection Program (with Alex Wheeler), 54 UC DAVIS LAW REVIEW ONLINE 21 (2020)

Lehman 10 Years Later: The Dodd-Frank Rollback, 50 LOYOLA CHI. L. REV. (2020)

Urban Renewal and Sacramento’s Lost Japantown, 92 CHI.-KENT L. REV. 1005 (2017)

Sting Victims (with Elizabeth E. Joh), 88 S. CAL. L. REV. 1309 (2015)

Corporate Speech and the Rights of Others, 30 CONST. COMM. 335 (2015)

The Worst Test of Truth: The ‘Marketplace of Ideas’ as Faulty Metaphor, 89 TUL. L. REV. 383 (2015)

Contracts, Courts and the Construction of Consent, in DiMatteo et al. eds., COMMERCIAL CONTRACT LAW:  A TRANSATLANTIC PERSPECTIVE (Cambridge U. Press 2013)

Remix Without Romance, 41 U. CONN. L. REV. 415 (2012)

A Comparison of Liquidation Regimes: Dodd-Frank’s Orderly Liquidation Authority and the Securities Investor Protection Act, 6 BROOK J. CORP., FIN & COMM'L L.  47 (2011)

CORPORATE GOVERNANCE: LAW, THEORY, AND POLICY, (Carolina Academic Press 2004) (2d ed. 2010)

Theories and Models of Corporate Governance (book chapter), in CORPORATE GOVERNANCE: A SYNTHESIS OF THEORY, RESEARCH, AND PRACTICE (H. Baker and R. Anderson eds. 2010)

Narrative, Myth and Morality in Corporate Legal Theory, 2009 MICHIGAN STATE LAW REVIEW

Global Warming and the Management-Centered Corporation, 44 WAKE FOREST LAW REVIEW 671 (2009)

The Discourse of “Contract” and the Law of Marriage, 24 RESOURCES IN LAW AND ECONOMICS 161 (2009)

Natural Is Not in It: Disaster, Race, and the Built Environment, 56 CLEVELAND STATE LAW REVIEW 403 (2008)

Legislation and Legitimation: Congress and Insider Trading in the 1980s, 82 INDIANA LAW JOURNAL 575 (2007) (to be reprinted in SHAREHOLDER VALUISM (Lawrence A. Mitchell, ed., Carolina Academic Press)

Corporate Governance and the “D-Word”, 63 WASHINGTON AND LEE LAW REVIEW 1579 (2006)

Corporate Hierarchy and Racial Justice, 79 SAINT JOHN’S LAW REVIEW 955 (2005)

Race, Corporate Law, and Shareholder Value, 54 JOURNAL OF LEGAL EDUCATION 351 (2004)

A Trip Through the Maze of “Corporate Democracy”: Shareholder Voice and Management Composition, 77 SAINT JOHN’S LAW REVIEW 735 (2003)

Presumed Disloyal: Executive Power, Judicial Deference, and the Construction of Race Before and After September 11, 34 COLUMBIA HUMAN RIGHTS LAW JOURNAL 1 (2002)

Corporate Governance and the Constitutionality of Campaign Finance Reform, 1 ELECTION LAW JOURNAL 361 (2002)

Contract, Property and the Role of Metaphor in Corporations Law, 35 UC DAVIS LAW REVIEW 779 (2002) (Daniel J. Dykstra Memorial Corporate Governance Symposium)

The Modern Corporation and Campaign Finance: Incorporating Corporate Governance Analysis into First Amendment Jurisprudence, 79 WASHINGTON UNIVERSITY LAW QUARTERLY 1 (2001)

Common Sense and Contract Law: Fear of a Normative Planet? Symposium on Common Sense and Contract Law, 17 TOURO LAW REVIEW 1037 (2000)

Who Watches the Watchers? The Securities Investor Protection Act, Investor Confidence, and the Subsidization of Failure, 72 SOUTHERN CALIFORNIA LAW REVIEW 1071 (1999)

New “Conspiracy Theory” of the Fourteenth Amendment: Nineteenth Century Chinese Civil Rights Cases and the Development of Substantive Due Process, 29 UNIVERSITY OF SAN FRANCISCO LAW REVIEW 353 (1995)

Yick Wo Re-Revisited: Nonblack Nonwhites and Fourteenth Amendment History, 2008 UNIVERSITY OF ILLINOIS LAW REVIEW 1427