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When co-owners of a business can no longer get along, they need a divorce – a business divorce. The Business Divorce Roundtable presents lively conversations with top experts from a variety of fields – lawyers, judges, mediators, appraisers, accountants, and academicians – on the legal and practical issues including business valuation that business owners and their professional advisors need to know to navigate the turbulent waters of a business partnership breakup. The Business Divorce Roun ...
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Corporate Oppression Doctrine Meets Sex Discrimination:A Conversation with Professor Meredith Miller
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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…
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LLCs as They Approach the 50-Year Milestone: A Conversation with Professor Susan Pace Hamill
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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 mai…
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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 compa…
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LLC Default Rules are Hazardous to Member Liquidity: A conversation with Dean Donald J. Weidner
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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…
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Peter Mahler
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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…
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Episode 18: Resolving Business Divorce- A Transactional Lawyer’s Approach: Steve Robinson Interview
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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 a…
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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 ar…
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Episode 16: Interview With Professor Douglas Moll on LLC Judicial Dissolution Statutory Analysis
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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.…
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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 a…
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Episode 14: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
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This is the first in what I hope will be a recurring feature of this podcast featuring war stories told by business divorce professionals. In this episode we hear stories from business appraiser Tony Cotrupe (Meliora Advisors) and attorney Jeffrey Eilender (Schlam Stone & Dolan). While both involve disputes between pairs of brothers in need of a bu…
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Episode 13: Interview with Justice Carolyn E. Demarest (Ret.) on Business Divorce Litigation
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During her many years as Presiding Justice of the Brooklyn Commercial Division, New York Supreme Court Justice Carolyn E. Demarest (Ret.) decided some of the most important and challenging business divorce matters including the Mizrahi case which established equitable buy-out as an available remedy in LLC dissolution cases, and the Natanel case in …
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Episode 12: Forensic Analyses in Valuation – Interview with Jaime d’Almeida of Duff & Phelps
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Forensics means different things to different people in different contexts. But what does it mean in the context of valuing equity interests in closely held business entities? You’ll learn the answer – and a lot more – in this episode of the Business Divorce Roundtable featuring a lively interview with Jaime d’Almeida, a Managing Director at indust…
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Mediation has grown in popularity as a means of resolving legal disputes in lockstep with the rising costs and delays attendant to litigation and arbitration, including business divorce cases. This episode features an interview with Arthur Rosenbloom, a veteran mediator and arbitrator who, through careers in law and investment banking, has develope…
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The marketability discount as applied in New York fair value proceedings remains a hot topic in business valuation and legal circles. In this episode, I interview business appraiser Greg Barber of Barber Analytics who recently published in the NY State Bar Association Journal a thoughtful and scholarly article on New York’s approach to the marketab…
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A business divorce within a marital divorce presents challenges that tax the skills of even the most experienced business lawyers. Dallas attorney Ladd Hirsch, a litigation partner at Diamond McCarthy LLP, has developed a practice specialty working with matrimonial counsel and their clients in marital divorce cases where the assets include illiquid…
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The combination of majority rule and lack of exit rights leaves minority members of LLCs vulnerable to oppressive conduct by the majority, yet unlike legislation in most states giving dissolution and buy-out remedies to oppressed minority shareholders in close corporations, most states do not offer similar protection and remedies for minority LLC m…
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Episode 7: Conflict In The Family - Owned Business - A Conversation With Professor Benjamin Means
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As many litigators will tell you, “business divorce on steroids” aptly describes the tenor of litigation that can erupt when members of a family-owned business have a falling out. No one has devoted more scholarship to the topic of legal conflict in the family-owned business than Benjamin Means, a rising young Assistant Professor at the University …
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Expulsion a/k/a dissociation of an LLC member is a hot-button topic whether it’s pursuant to the terms of an operating agreement or by court order. This episode of the Business Divorce Roundtable features an interview with Kentucky lawyer Tom Rutledge, one of the nation’s leading experts on alternative entities, who, among his many scholarly writin…
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The Chancery Court of Delaware is considered by many to be the most influential U.S. court when it comes to business law, mostly due to that state's dominant role as the preferred state of incorporation of publicly held companies. Business divorce lawyers know that it also plays an outsized role when it comes to disputes among co-owners of closely …
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A huge percentage of limited liability companies consist of two co-equal, 50% members, which poses the danger of management deadlock and dysfunction leading to dissolution or other litigation. In this episode, you'll hear my interview with John Cunningham, one of the country's foremost experts on LLC formation and operating agreements, talking abou…
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In this episode, Prof. Peter Molk of the Willamette University College of Law discusses his groundbreaking study and forthcoming law review article on how LLC owners draft their agreements to strengthen or weaken the owner protections provided by the LLC statutes’ default rules. You may be surprised by his findings.…
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If you haven't already listened to Episode 1/Part 1 of my interview with Chris Mercer, in which Chris discusses the fundamentals of the controversy surrounding application of the marketability discount in statutory fair value proceedings, I suggest you start there before listening to this Part 2 in which Chris dives into the appraisal case law in w…
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The premiere episode of Business Divorce Roundtable starts out with a bang or, more accurately, Part One of a two-part interview with one of the nation’s leading business appraisers, Chris Mercer, discussing the controversy surrounding the discount for lack of marketability in fair value proceedings including Chris’ well-known advocacy in high-prof…
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Peter Mahler, author of the New York Business Divorce blog, and the Farrell Fritz law firm proudly announce the launch of the Business Divorce Roundtable podcast. In this preview, Peter talks about the topics and guests to be featured on the podcast.Peter Mahler
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