Litigation and Capital with Steven Mirsky

Episode Summary:
In this episode, Steven Mirsky delves into the intricate details of jurisdiction and choice of law in business contracts. He explains how these factors play a significant role in determining the outcome of legal disputes and why they are often overlooked or misinterpreted in contractual agreements.
Key Timestamps:
00:00 – Introduction to Litigation and Capital
00:45 – Jurisdiction vs. Choice of Law: What They Mean and Why They’re Often Confused
02:00 – How Courts Decide Which State’s Law Applies (Even If a Case Is Already in Progress)
03:30 – Restatement §187: The Three-Part Test for Enforcing Choice-of-Law Clauses
05:00 – Public Policy Exceptions That Override Out-of-State Choice-of-Law Provisions
06:30 – Practical Differences Between States (e.g., New York vs. Utah on Usury Laws)
08:00 – Forum Selection Clauses and Challenges to Personal Jurisdiction
09:30 – Cross-Border Contracts: U.S. vs. Foreign Law, Hague Convention, and Service Issues
11:00 – Recommended Jurisdictions for International Deals (e.g., Canada or UK)
12:00 – Arbitration as a Way to Avoid Jurisdiction and Choice-of-Law Battles
13:00 – Drafting Tips: Coordinating Governing Law, Venue, and Jurisdiction to Minimize Risk
14:00 – Final Advice for Business Owners and Closing Remarks
14:30 – Call to Action at mirskycorporateadvisors.com
About the Show:
*Litigation and Capital* is a podcast where legal expert Steven Mirsky provides valuable insights into high-stakes legal issues affecting businesses earning between 10 to 100 million a year. Join us as we break down complex legal concepts to help you protect and leverage your business effectively.

Episode Summary:
In this episode of *Litigation and Capital*, Steven Mirsky, founder of Mirsky Corporate Advisors, delves into the step-by-step process of civil litigation against companies. From the initial filing to case resolution, Steven explains the key documents involved, court jurisdiction requirements, procedural options for defendants, and the pivotal role of discovery in shaping legal outcomes.
Key Timestamps:
00:00 – Introduction
01:15 – Documents in a civil case: Complaint, Summons, ADR packet
03:30 – Understanding court jurisdiction requirements
06:45 – Procedural options for defendants: Answering the complaint, Motion to Dismiss, Arbitration
09:20 – Rule 12-B6 and failure to state a claim in commercial litigation
12:00 – Importance and stages of the discovery phase in litigation
15:30 – Contrasting procedural rules between state and federal court
19:00 – Wrapping up insights on civil litigation with Steven Mirsky
About the Show:
*Litigation and Capital* hosted by industry expert Steven Mirsky, offers insightful analysis on the legal complexities surrounding high-stakes issues impacting companies earning ten to a hundred million dollars annually. Through detailed breakdowns and practical advice, Steven helps listeners navigate the intricate world of corporate litigation, turning challenges into opportunities for protection and growth.

Episode Summary:
In this episode of *Litigation in Capital*Steven Mirsky delves into the significance of governing law clauses in contracts. He explains how these clauses determine the applicable law for contractual disputes and why they are crucial for businesses engaging in transactions across different jurisdictions.
Key Timestamps:
00:00 – Introduction
01:30 – Importance of Governing Law Clauses
03:45 – Impact of Jurisdiction on Contractual Disputes
06:15 – Choosing a Neutral Forum
08:20 – Differences in State Laws
10:00 – Venue Clauses vs. Governing Law Clauses
12:45 – Variations in Wording and Legal Outcomes
15:30 – California's Choice of Law Analysis
18:10 – Arbitration Provisions and Governing Law
20:45 – Handling Contracts without Governing Law Clauses
23:00 – Advice for Evaluating Governing Law Clauses
About the Show:
*Litigation in Capital* with Steven Mirsky offers valuable insights into high-stakes legal issues impacting businesses earning between 10 to 100 million dollars annually. Each episode breaks down complex legal concepts, empowering companies to navigate legal complexities and safeguard their assets effectively.

Episode Summary
In this episode of Litigation and Capital, Steven Mirsky, partner at Mirsky Corporate Advisors, breaks down how companies can strategically approach litigation readiness to protect what they’ve built. He explains why certain disputes can be resolved before cases even reach court, the credibility factors behind demand letters, and how temporary restraining orders and draft complaints can be leveraged in high-stakes business conflicts. Steven also discusses how executives should weigh litigation versus business objectives, the risks of bluffing, and how preparedness can serve as a powerful tool in negotiations, restructuring, or dealmaking.
Key Timestamps
[00:01:30] The role of litigation threats in resolving business disputes before filing[00:04:00] Demand letters: structure, credibility, and testing opposing counsel[00:06:00] Pre-litigation tactics: TROs, draft complaints, and regulatory referrals[00:09:30] Strategic decision-making: when to litigate vs. preserve business relationships[00:12:00] The risks of bluffing and how to maintain credibility in disputes[00:14:00] Litigation readiness as a proactive strategy and “earthquake safety kit” for executives
About the Show:
Litigation and Capital with Steven Mirsky, partner at Mirsky Corporate Advisors, breaks down high-stakes legal issues affecting companies earning $10-100 million annually. The show aims to help business owners turn complexity into leverage and protect their assets through expert legal insights and practical advice.

Episode Summary:In this episode of Litigation and Capital, Steven Mirsky, partner at Mirsky Corporate Advisors, explains why procedure often determines the outcome of business litigation. From jurisdiction and venue choices to forum selection clauses, motion practice, and arbitration tactics, Steven breaks down how procedural tools shape leverage, costs, and strategy. He also shares practical insights for executives, including the importance of tailoring service contracts with litigation safeguards that can make or break a case.
Key Timestamps:
01:10 – Why procedure often determines the outcome in litigation02:30 – Common early procedural mistakes companies make04:00 – Explaining jurisdiction, venue, and forum selection clauses06:00 – How motion practice controls tempo and outcomes08:45 – Procedural strategies for plaintiffs vs. defendants11:30 – Arbitration tactics and cases that languish in limbo13:45 – The most important procedural safeguard for executives to implement
About the Show:
Litigation and Capital with Steven Mirsky, partner at Mirsky Corporate Advisors, breaks down high-stakes legal issues affecting companies earning $10-100 million annually. The show aims to help business owners turn complexity into leverage and protect their assets through expert legal insights and practical advice.

Episode Summary:In this episode of Litigation and Capital, Steven Mirsky, partner at Mirsky Corporate Advisors, unpacks the complexities of shareholder and boardroom disputes in mid-market companies. He explains how money, generational conflicts, and lack of corporate formalities often drive disputes into full-scale litigation. Steven also details the procedural hurdles of shareholder derivative suits, including demand requirements, futility standards, and continuous ownership rules. Drawing on years of experience, he highlights strategies for managing deadlocks, leveraging bylaws, and using litigation as a tool to gain control or exit ownership.
Key Timestamps:
01:05 – Common sources of shareholder disputes in mid-market companies02:45 – How generational issues and family conflicts escalate into litigation04:30 – Procedural hurdles in shareholder derivative suits06:10 – Why demand requirements are central and highly contested08:15 – How boards use demand processes to delay or suppress claims10:20 – Strategies to challenge board control and special litigation committees12:00 – Deadlocks, dissolutions, and using litigation to force buyouts14:45 – Leveraging bylaws to secure control without litigation15:30 – Risks, rewards, and strategic use of litigation in shareholder conflicts
About the Show:
Litigation and Capital with Steven Mirsky, partner at Mirsky Corporate Advisors, breaks down high-stakes legal issues affecting companies earning $10-100 million annually. The show aims to help business owners turn complexity into leverage and protect their assets through expert legal insights and practical advice.

Episode Summary:In this episode, attorney Steven Mirsky, partner at Mirsky Corporate Advisors, breaks down the critical issue of priority between senior and junior creditors. Drawing on real-world examples from restructurings, bankruptcies, and disputes, he explains how creditor priority impacts outcomes, why UCC1 filings are essential, and the risks when priority is challenged. Mirsky also discusses enforcement strategies, negotiation tactics, and key considerations for both creditors and debtors in distressed transactions.
Key Timestamps:
01:10 – The importance of creditor priority and its real-world implications03:00 – What UCC1 filings are and how they secure creditor rights05:00 – When creditor priority is challenged in court and how disputes are resolved07:20 – Enforcement strategies for senior creditors in default situations09:15 – How junior creditors can negotiate leverage in disputes10:30 – Using intercreditor agreements to maximize protection12:15 – Nominee structures and their legal implications13:40 – Early intervention before insolvency proceedings15:00 – Litigation risks and opportunities in distressed transactions
About the Show:
Litigation and Capital with Steven Mirsky breaks down high-stakes legal issues affecting companies earning $10-100 million annually. The show helps business leaders turn complexity into leverage and protect their business assets through expert insights and practical advice.

Episode Summary:
In this episode of Litigation and Capital, Steven Mirsky discusses the critical aspects of choosing business partners and structuring partnerships. He emphasizes the importance of formalizing agreements early, understanding personal alignment, and implementing proper legal structures to prevent future conflicts. The conversation covers family partnerships, risk management, and signs of potentially problematic partnerships.
 
Key Timestamps:
00:01 - Show Introduction
00:45 - Biggest legal mistakes founders make with partnerships
01:01 - Discussion on family partnerships and boundaries
03:08 - Managing misaligned risk tolerance and vision
04:57 - Signs of high-conflict partnerships
06:35 - Critical clauses in partnership agreements
08:30 - Facilitating tough conversations between partners
11:45 - Advice for founders uncertain about partner scaling
13:35 - When to involve legal counsel in partnerships
 
About the Show:
Litigation and Capital with Steven Mirsky breaks down high-stakes legal issues affecting companies earning $10M-$100M annually. Host Kevin Rosenquist and Steven Mirsky provide practical insights to help business owners protect their interests and turn complexity into leverage.

Episode Summary:
In this episode of Litigation and Capital, host Kevin Rosenquist and Steven Mirsky discuss governance gaps and challenges companies face as they scale through different revenue thresholds. They explore how leadership requirements evolve, the importance of updating legal documents, and managing strategic alignment between stakeholders.
 
Key Timestamps:
00:01 - Show Introduction
00:52 - Common governance issues at different growth stages
04:30 - Leadership challenges when scaling from $25M to $50M
05:57 - Discussion on shareholder structures and crowdfunding challenges
07:21 - Age-related transitions and business succession
09:11 - Board development importance and dispute resolution
10:30 - Evolution of legal documents with business complexity
13:43 - When to implement formal legal governance
14:18 - Top governance advice for scaling founders
 
About the Show:
Litigation and Capital with Steven Mirsky breaks down high-stakes legal issues affecting companies earning $10-100 million annually. The show helps business leaders turn complexity into leverage and protect their business assets through expert insights and practical advice.

Episode Summary:
In this episode of Litigation and Capital, host Kevin Rosenquist and Steven Mirsky discuss common legal strategy mistakes that can undermine business growth. They explore various challenges faced by rapidly scaling companies, from employment law compliance to corporate governance issues, and provide practical insights for businesses earning $10-100 million annually.
 
Key Timestamps:
00:01 - Show Introduction
00:38 - Common legal blind spots in fast-scaling companies
01:22 - Employment law compliance challenges
02:39 - Cash flow and revenue recognition issues
03:20 - Partner disputes and equity distribution
05:07 - Role of legal counsel in business growth
06:49 - Corporate governance risks
08:58 - Private equity and lender negotiation mistakes
11:41 - Legal structure impact on business growth
13:49 - Legal strategy as a growth enabler
 
About the Show:
Litigation and Capital with Steven Mirsky, partner at Mirsky Corporate Advisors, breaks down high-stakes legal issues affecting mid-sized companies. The show provides strategic insights to help business owners and executives turn complexity into leverage and protect their business assets.