Business Divorce Roundtable Peter Mahler

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.