FSU Business Review is excited to announce its inaugural symposium, entitled New Frontiers in Organizational Law. The law of organizations, particularly LLCs, has changed rapidly in the last few decades, with new types of organizational forms, new variations within the forms, and more attention to the expansive possibilities of private ordering. The Symposium will not only focus on substantive legal and theoretical issues, but will also discuss the impact such changes may have on businesses and industry professionals as a whole.


"New Frontiers in Organizational Law”


February 10, 2023 | 10:15 a.m. - 4:00 p.m.


Room 101 FSU College of Law, Main Campus

Student Note Presenters:

Jake Balducci, Maxwell Holleman


Professor Christopher Bradley, University of Kentucky

Using LLCs to Renounce Exemptions: A Case Study in Entity Law as Regulatory Evasion
10:30 a.m.


Professor Joan Heminway, University of Tennessee

"Tennessee’s DAO Act: Positive Innovation or Fringe Legislation?"
11:30 a.m.


Professor Daniel Kleinberger, Mitchell Hamline School of Law

"Minority Oppression and the LLC"
1:45 p.m.


Professor Elizabeth Miller, Baylor Law School

"Is a Will the Only Way?: Transfers on Death in LLC Agreements"
2:45 p.m.


Christopher Bradley

Tarrant & Combs Associate Professor of Law at the University of Kentucky

Christopher Bradley is Wyatt, Tarrant & Combs Associate Professor of Law at the University of Kentucky. Prior to academia, he clerked for a federal appellate judge and a bankruptcy judge and practiced bankruptcy and business law at several top law firms. He serves on the Executive Committees of the Association of American Law Schools Section on Agency, Partnership, LLCs and Unincorporated Associations and of the Section on Commercial and Related Consumer Law. He is a founding fellow of the American College of LLC and Partnership Attorneys. Much of Professor Bradley’s research explores the impact of technology on business and commercial law, as well as the use of business entities (such as LLCs) in various commercial contexts. This research includes “Art Works as Business Entities: Sculpting Property Rights by Private Agreement,” Tulane Law Review (2020), which discusses the power of modern business entity law to reshape other areas of law and regulation; “Privacy for Sale: The Law of Transactions in Consumers’ Personal Data,” Yale Journal on Regulation (forthcoming), an empirical project on the sale of consumer data by bankrupt companies; and “Disrupting Secured Transactions,” Houston Law Review (2019), which explores the impact of the Internet of Things and related technologies on secured transactions law (UCC Art. 9). He is co-author of a bankruptcy casebook with Douglas Whaley and a well-regarded practitioners’ manual with Lynn LoPucki & Christopher Mirick. He has won numerous awards for teaching, often co-authors with students, and remains deeply engaged with pro bono and community service activities.

Joan Heminway

Rick Rose Distinguished Professor of Law and Interim Director of the Institute for Professional Leadership at The University of Tennessee College of Law

Joan MacLeod Heminway is the Rick Rose Distinguished Professor of Law and Interim Director of the Institute for Professional Leadership at The University of Tennessee College of Law and a fellow of the C. Warren Neel Corporate Governance Center and the Center for the Study of Social Justice at The University of Tennessee, Knoxville. Professor Heminway joined the College of Law faculty in 2000 after completing nearly 15 years of corporate transactional legal practice (including work on public offerings, private placements, mergers, acquisitions, dispositions, and restructurings) in the Boston office of Skadden, Arps, Slate, Meagher & Flom LLP. Professor Heminway’s scholarship focuses on securities disclosure law and policy (especially under Rule 10b-5, including insider trading) and incorporated and unincorporated business associations law in the United States (including entrepreneurial and social enterprise governance and finance). She has authored numerous articles and book chapters in domestic and international publications and is a coauthor (with Douglas M. Branson, Mark J. Loewenstein, Marc I. Steinberg & Manning G. Warren, III) of a business law text, Business Enterprises: Legal Structures, Governance, and Policy (Carolina Academic Press, 4th Ed. 2020). In addition, her edited/coauthored book, Martha Stewart’s Legal Troubles (Carolina Academic Press), was released in 2007. Professor Heminway is a member of the American Law Institute and is licensed to practice in Tennessee (where she currently serves as a member and former Chair of the Business Law Section of the Tennessee Bar Association) and Massachusetts (where she is inactive and served as Chair of the Corporate Law Committee of the Boston Bar Association).

Daniel S. Kleinberger

Emeritus Professor of Law at Mitchell Hamline School of Law

A graduate of Harvard University (A.B. 1972, summa cum laude) and Yale Law School (J.D. 1979), Daniel S. Kleinberger is Emeritus Professor of Law at Mitchell Hamline School of Law (daniel.kleinberger@mitchhellhamline.edu). Before being granted emeritus status, Professor Kleinberger taught business law for 28 years at William Mitchell College of Law (one of the two predecessors of the School of Law).

Since 1997, Professor Kleinberger has served as Reporter or Co-Reporter for six major projects of the Uniform Law Commission (ULC). In 2018, the ULC presented to him a special award for extraordinary service, and in 2019 he received the Martin I. Lubaroff Award from the ABA Committee on Limited Liability Companies, Partnerships, and Unincorporated Entities .
Professor Kleinberger’s scholarship includes a leading national treatise on limited liability companies, a popular student treatise on agency, partnerships, and LLCs, and myriad articles in the field of business organizations. His scholarly work has been cited by Six Circuits of the United States Courts of Appeal, numerous Federal District Courts, the State Supreme Court in eight states, numerous state Courts of Appeal, the Federal Bankruptcy Court, the Delaware Court of Chancery, and the North Carolina Business Court, among others.

Professor Kleinberger serves regularly as an expert witness, consulting expert, or both with regard to customary business norms and practices pertaining to business law issues. He has also served in the role of special litigation committee (SLC), as counsel to SLCs, and as special corporate counsel with regard to advancements and indemnification.

Elizabeth Miller

Baylor Law School

Elizabeth S. Miller holds the M. Stephen and Alyce A. Beard Chair in Business and Transactional Law at Baylor Law School where she teaches Business Organizations, Business Planning, and related courses. Professor Miller speaks and writes extensively on business organizations topics, particularly partnerships and limited liability companies. She frequently appears on continuing legal education programs and is co-author of a three-volume treatise on Business Organizations published by Thomson/West as part of its Texas Practice Series and a one-volume treatise that is part of the Texas Methods of Practice subset of the Texas Practice Series. Professor Miller has served as Chair of the LLCs, Partnerships and Unincorporated Entities Committee of the Business Law Section of the American Bar Association as well as the Partnership and Limited Liability Company Law Committee of the Business Law Section of the State Bar of Texas. She has also served as Chair of the Business Law Section of the State Bar of Texas. Professor Miller has been involved in the drafting of legislation affecting Texas business organizations for many years and has served in an advisory or membership capacity on the drafting committees for numerous prototype, model, and uniform statutes and agreements relating to unincorporated business organizations. She currently chairs the Editorial Board of the LLCs, Partnerships and Unincorporated Entities Committee of the ABA Business Law Section and is a member of the Uniform Law Commission-American Bar Association Joint Editorial Board for Uniform Unincorporated Organizations Acts.

Professor Miller is an elected member of the American Law Institute, a Life Fellow of the American Bar Foundation and the Texas Bar Foundation, and a recipient of the Jean Allard Glass Cutter Award presented by the ABA Business Law Section and the Martin I. Lubaroff Award presented by the LLCs, Partnerships and Unincorporated Entities Committee of the ABA Business Law Section.

Jake Balducci, 3L

FSU Law Student

Jake Balducci is a third-year law student at the Florida State University College of Law pursuing the Business Law Certificate. At FSU Law, Jake is an active member of the FSU Business Review, Article Selection Editor of the FSU Law Review, and President of the Entertainment, Arts, and Sports Law Society. As a lifelong musician and graduate of the FSU College of Music, Jake is passionate about reforming copyright law to better align with the process of musical composition. In his view, intellectual property law’s misunderstanding of originality in music negatively impacts artists and the music business.

Maxwell Holleman, 2L

FSU Law Student

Maxwell Holleman is a 2L student at the Florida State University College of Law with an intent to graduate in May 2024. Maxwell is originally from Detroit, Michigan where he graduated from Franklin Road Christian School in 2017. After high school, he attended Evangel University in Springfield, Missouri majoring in Political Science and minoring in Business Management and Social Science. During his time at Evangel, Maxwell was an active participant in the Pre-Law Society and the President of the Turning Point USA chapter at Evangel. Upon graduating in 2020, Maxwell was awarded the Kendrick-Karmokovic-Hoslinger Award which is given to the student with the highest GPA in the Social Sciences department. As a 1L, Maxwell participated in the Tulane Professional Negotiation Competition and received offers to join the FSU Law Trial Team, FSU Business Review, and FSU Law Review. During his 1L summer, Maxwell worked for Crary Buchanan, P.A. in Stuart, Florida and continues to work as a part-time law clerk in its business litigation practice area. In June, Maxwell will start a summer associate position with Morgan & Morgan, P.A. in Jacksonville, Florida. Maxwell has aspirations to work as a personal injury attorney and represent mixed martial arts fighters and other athletes as an agent in contract negotiations and endorsement deals. His note, “The Bankruptcy System’s Watchdog: Why the Supreme Court Needs to Grant Appellate Standing to U.S. Trustees” will be published in Volume 22 of the Florida State University Business Review.