Mediator/Arbitrator Donald J. Weidner will present "Special Litigation Committees in Limited Liability Companies" for the Florida Tax Institute on Thursday, Feb. 2, 2023, in Tampa.
"The program will feature the top speakers in the United States on tax, business, and estate planning issues," institute organizers say. It is designed to be practical, informative, engaging, and state-of-the-art. "This program is developed by practicing tax professionals for other tax professionals."
Dean Weidner outlines his hour-long talk with six bullet points:
- "We’ll first consider the Florida LLC Act’s provisions on when a dissatisfied member of an LLC may bring a direct claim against another member, manager, or the LLC, or whether that member’s claim will be treated as a derivative claim on behalf of the LLC. ...
- "If a member of an LLC brings a derivative action on behalf of the LLC, the LLC has the right to respond by creating a special litigation committee (“SLC”) to determine how the derivative claim should be handled.
- "We’ll consider Florida LLC Act provisions regulating derivative actions ... .
- "We’ll next consider the judicial standard of review of the composition and work of SLCs, with special emphasis on Delaware.
- "I’ll suggest that the current rules for dispute resolution within LLCs are not suited to small, closely held LLCs.
- "Time permitting, we’ll take a deeper dive into Dinuro (Florida’s leading case distinguishing direct claims from derivative claims) and its progeny."
It's not the first time Dean Weidner's thoughts on the role of special litigation committees have been made known. His views were published as a paper in the American Bar Association's The Business Lawyer in 2022.