Business Divorce Roundtable
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 Roundtable is hosted by Peter Mahler, a partner at the Farrell Fritz law firm in New York City and author of the New York Business Divorce blog. www.nybusinessdivorce.com
Episodes
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-owne...
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December 10, 2021 • 45 mins
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 defaul...
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September 30, 2021 • 36 mins
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.
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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 (and available on SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3523876)...
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January 4, 2020 • 24 mins
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...
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December 14, 2019 • 29 mins
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 sophisti...
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September 13, 2019 • 30 mins
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 whet...
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March 22, 2019 • 44 mins
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 solutio...
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August 18, 2018 • 44 mins
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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January 25, 2018 • 41 mins
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.
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September 7, 2017 • 43 mins
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 business divorce, the way in which they got there couldn’t be more different.
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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 which after trial she ordered dissolution of a 50/50 real estate LLC that had no oper...
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April 19, 2017 • 36 mins
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 industry leader Duff & Phelps in its Disputes & Investigations practice, in which Jaime lay...
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March 1, 2017 • 37 mins
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 developed an expertise in business valuation that he combines with mediation skills to assist...
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December 8, 2016 • 36 mins
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 marketability discount – one not followed in the great majority of states – in which he analy...
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November 4, 2016 • 42 mins
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 ownership interests in businesses held jointly by the divorcing spouses. As you’ll ...
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September 22, 2016 • 40 mins
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 members. In this episode, Professor Douglas K. Moll, one of the country’s leading expe...
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September 9, 2016 • 44 mins
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 Of South Carolina School Of Law. My New York Business Divorce blog previously featur...
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August 18, 2016 • 47 mins
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 writings, recently published an article in the Journal of Passthrough Entities called “It’s...
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July 22, 2016 • 52 mins
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 held business entities. This episode features an interview of two leading Delaware la...
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