1960 movie poster. Film based on HG Wells novel first published in 1895

If you could spin the roulette wheel of life and choose between living here and now, or a random other time at some point in human history, I’d wager that every single one of you reading this newsletter would take the former. Antibiotics. Airplanes. Acai bowls. And that’s only the As. (Brain scans, botox and batteries – I can do this all day.) 
 
There’s a piece of art in our office that reads: “The arc of the moral universe is long, but it bends toward justice.” Those words are superimposed on 24 orders that our firm has obtained over the past few years from cases on which we’ve worked.
 

Mark Migdal & Hayden wall art #1

Taking a sweeping, long view of justice and time and morality is hard. We want justice now. We want results now.
 
But, as William Irvine recently reminded me on one of my favorite podcasts, we are living the dream life. There are – literally – billions of people currently living on this planet today that would consider our lives to be fantasies. (And this is to say nothing of the billions of people – including our direct ancestors – who would feel the same way.) There will always be a (hopefully figurative) fire that we need to put out. Isn’t that why so many of us became attorneys in the first instance? Are we not the figurative firefighters of our time? We’ve simply replaced fire hoses, cool gear and daily life-risking with legal research, nerdy debates and an amorphous fear of Microsoft Excel. 
 
Considering the chaos of our lives is a reminder that so much of what we do as attorneys is embrace the chaos. We take the absurd allegations of the counter-party, or the intractable problems facing your business, or the grating ineptitude of opposing counsel (hypothetical, of course) and we lean into it. It is hard to imagine a more professionally satisfying moment than the one in which you realize you have taken the lemons of chaos and turned them into the lemonade of opportunity. So a few weeks ago we unveiled our newest wall art (photo below); a quote from Sun Tzu’s The Art of War:

Mark Migdal & Hayden wall art #2

This piece represents those lemonade moments. So when the news cycle’s got you down, or you’re upset because your iPad didn’t properly download the season finale of Yellowstone, take a beat. Remember how fortunate you are to live in the chaos of today.

Juan Armesto, keynote speaker sitting in the audience at MIAS2022

#MIAS2022 is a Success

Chaired by Don Hayden, Miami International Arbitration Society's First Investor-State Conference is a roaring success! The conference took place on Sunday 30 October at the University of Miami Student Center. Co-hosted by the University of Miami School of Law. Delegates and speakers  from both ICC and IBA conferences attended. The conference was over-subscribed and had to add tables to accommodate the continuous flow of people joining the conference throughout the day!

Gonzalo Flores, ICSID Deputy Secretary General opened the conference with a commentary introducing the new rules and highlighting their provisions to avoid conflicts of interest and increase transparency. New rules included Third-Party funding disclosure (Rule 14) and publication of Orders and Decisions (Rule 63). 

The debates were hugely successful and recorded the following results from the conference attendees. (Outcomes aligned with MIAS's pre-conference polls on Linkedin.)

Watch out for coverage in the arbitration press on the details of the arguments made that inspired these results. For notifications of publication, follow us on LinkedIn.

If you have thoughts about what next year's debates should be, contact Don.

“The MIAS2022 conference raised the profile of MIAS and its mission to make Miami a leading arbitration venue for Latin America. I look forward to seeing everyone again next year!”
— Don Hayden

mias.org

Florida Derivative Actions and Choice of Law

Excerpts form a conversation with Yaniv Adar and Etan Mark 

MM&H shares Florida Law experience and knowledge with fellow litigators from out of state to make it easier to navigate the sometimes choppy waters...

Etan Mark:

Florida has drawn a strict line between what is considered a direct claim versus what is considered a derivative claim. Both are in the context of corporations or LLC use.

Yaniv Adar:

Courts in Florida look very carefully to determine whether or not the damage that is alleged in the case is really unique to that individual, shareholder or member, or something that's ultimately damage that the corporation or LLC suffered. Don Hayden, one of our partners, litigated one of the seminal cases in Florida on this direct issue and was the first case that went up to the Third District Court of Appeal.

What you'll see in Florida, New York and Delaware is that the majority of the statutes have a lot of overlap. Many of the provisions are substantially similar. But obviously, when you're looking to file a lawsuit, the devil is going to be in the details and there are differences in each particular state statute.

There's, for example, in 2015 when the revised Limited Liability Company Act came about, there was this new concept of judicial expulsion that only existed in the common law prior to the revised act being introduced to the states, but then was put into an actual statute. It exists in Florida, but there's few, if any, cases that are out there. So when we when my partner Josh and I were litigating a disassociation case, we inevitably had to look to New York and Delaware to be able to find precedent on this novel legal concept.

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