This episode features an interview with Professor Meredith Miller of the Touro Law Center on her recently published article in the Indiana Law Review entitled Challenging Gender Discrimination in Closely Held Firms: The Hope and Hazard of Corporate Oppression Doctrine, in which she explores the possibilities and limits of using minority shareholder oppression doctrine as a potential tool to combat sex discrimination against co-owners of privately held companies who generally are considered non-employees outside the protection of Title VII and related anti-discrimination laws.

This episode features an interview with Professor Susan Pace Hamill, a leading authority and commentator on the origins and evolution of the limited liability company. We talk about her latest law review article entitled Some Musings as LLCs Approach the Fifty-Year Milestone in which she discusses how and why LLCs traveled from obscurity to the mainstream in recent decades; critiques the disparities between how LLC statutory default rules treat minority members versus the statutory rights of minority shareholders in close corporations in regard to withdrawal and buyout, highlights business law issues and abusive practices exposed by the current use of LLCs and explains why these problems are not caused by LLCs.

This episode features an interview with Paul Hood, an experienced estate planner, leading expert on the design and drafting of buy-sell agreements, and author of a newly published book, “Buy-Sell Agreements: The Last Will and Testament for Your Business.” Paul’s book and the interview should be of great interest both to owners of closely held companies and to their professional advisors.

This episode features a lively interview with Donald J. Weidner, Dean Emeritus of the Florida State University College of Law and one of the leading authorities in the country on partnerships and LLCs. Don’s latest article, entitled LLC Default Rules Are Hazardous to Member Liquidity, forthcoming in the ABA’s prestigious Business Lawyer publication (and available on SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3523876) critiques the “corporate-ization” of LLC statutory default rules to restrict the ability of LLC members to withdraw and monetize their membership interest.

This episode features the second half of a conversation with Associate Professor Peter Molk who teaches business law at the University of Florida Levin College of Law and who recently published in the U.C. Davis Law Review a thought-provoking article entitled Protecting LLC Owners While Preserving LLC Flexibility. In the previous episode we discuss more generally the pros and cons of LLC contractual freedom for sophisticated versus unsophisticated owners. In this episode we focus on Professor Molk’s concept of the accredited LLC investor as a means of distinguishing between those LLCs that should or shouldn’t be permitted to waive standard governance protections typically mandated in business corporation statutes.

This episode features Part One of a two-part conversation with Associate Professor Peter Molk who teaches business law at the University of Florida Levin College of Law and who recently published in the U.C. Davis Law Review a thought-provoking article entitled Protecting LLC Owners While Preserving LLC Flexibility in which he addresses the tension between, on the one hand, LLC freedom-of-contract which functions well with sophisticated owners and, on the other hand, the need for mandatory rules to avoid the problems and inefficiencies freedom-of-contract can generate with LLCs populated by unsophisticated owners. The article is available on SSRN here.

Texas lawyer Steve Robinson lately has been writing up a storm on topics of interest to business divorce practitioners, which is how I discovered him. Steve brings to his law practice and to his highly thoughtful articles a distinctive approach to dispute resolution in the business divorce arena drawn from his decades of experience as a corporate and transactional lawyer. My interview with Steve features a lively discussion of whether, how, and when business divorce clients should make the jump into litigation versus pursuing a negotiated outcome.

When 50/50 co-owners of a business are deadlocked on a major business decision, unless they have a written agreement that dictates a buy-sell process or appoints a “third director,” the unresolved deadlock may lead to litigation or even dissolution of the business entity. This episode of the Business Divorce Roundtable features an interview with arbitrator and mediator Erica Garay of Garay ADR Services, who proposes a novel solution: an arbitration clause that expressly delegates to the arbitrator the duty to break the deadlock by casting the deciding “vote”. Agree or disagree, tune in for a lively and thought-provoking discussion of an important topic in the world of business divorce.

Professor Douglas Moll, featured in Episode 8 on the subject of minority oppression in LLCs, returns to the Business Divorce Roundtable to discuss his recently published article analyzing significant commonalities and variations among the LLC statutes across the country governing judicial dissolution of LLCs.

In this episode of the Business Divorce Roundtable, Chris Mercer, one of the country’s leading business appraisers as well as a prolific author and frequent lecturer, shares what he calls “Confessions of a Reluctant Expert Witness” in which, with equal parts wisdom and good humor, he provides insight into how he views the job of expert witnessing after many years in the trenches.