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Drafting a Group Blog Operating Agreement

Dave Hoffman

Dave Hoffman is the Murray Shusterman Professor of Transactional and Business Law at Temple Law School. He specializes in law and psychology, contracts, and quantitative analysis of civil procedure. He currently teaches contracts, civil procedure, corporations, and law and economics.

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10 Responses

  1. nedu says:

    Out of curiousity, did your agreement address joint authorship?

  2. Gary Rosin says:

    In the absence of an Operating Agremment among the members, most of these questions will be answered according to the default rules of the state in which you formed the LLC. What state did you use?

    Gary

  3. Gary Rosin says:

    In the absence of an Operating Agremment among the members, most of these questions will be answered according to the default rules of the state in which you formed the LLC. What state did you use?

    Gary

  4. Gary Rosin says:

    In the absence of an Operating Agremment among the members, most of these questions will be answered according to the default rules of the state in which you formed the LLC. What state did you use?

    Gary

  5. Orin Kerr says:

    I doubt that many folks on group blogs have thought much about whether they should have a right to compensation if they are removed as a contributor, or whether they should get a veto on adding new members. Or what were to happen if a co-blogger tried to prevent them from syndicating “their” posts with another outlet. Or whether blog-related business opportunities must be shared with co-bloggers?

    At the VC the answer would be no, no, nothing, and it’s up to Eugene. Seems to work for us so far, but then we mostly know each other pretty well.

  6. greglas says:

    Yeah, I’ve got to “me too” to Orin’s comment. The organization of our collablog is mostly anarchy sustained by bonhomie (and a refusal to commercialize). The stuff you guys are doing here is really fascinating. May you be Google someday, if that’s what you want.

  7. Dave Hoffman says:

    To greglas and OK: I think the concern I’ve got – probably due to my contract teaching background – is that bonhomie and knowing each other well are perfect substitutes for contracting in the absence of lawsuits or the threats of lawsuits. The likelihood of litigation against a law blog is very low, so I can see why rational bloggers would proceed without formalizing relationships. But over the next five years, even if the medium is static, I’d bet that of the 100+ blogs on CO’s latest census, at least one will get sued.

    Gary: PA.

    Nedu: Not explicitly.

  8. Scott Dodson says:

    Interesting compensation structure. Why the bonus for posts over the threshold if you are concerned about superfluous posts? If your goal is to generate discussion and disseminate ideas that appear to readers, an alternative measurement might be the number of comments to the post.

  9. dave hoffman says:

    Scott: Really interesting idea. The only problem is that comments are a very imperfect proxy for what we want, which is (at least for me) thoughtful, interesting, content. Some of my least substantive posts have gotten the most comments – mostly the ones that are seen to be politically hot. This creates some potentially bad incentives to start shouting “Republicans” or “Democrats” from the rooftops. But it is still a neat idea.

  10. Al says:

    “one of your members decides to sell his or her stake to an outsider, who chooses to blog on (the horror!) international law instead of privacy, or simply write multiple posts about Jennifer Aniston or other trivial sundries”

    I don’t follow this one. In the operating agreements I draft, a transferee must be admitted to the LLC to become a member – otherwise the transferee is simply treated as an assignee. I can understand why you’d allow all members to post to the blog (although perhaps this need not be the case either), but it seems to me that assignees should not have a similar right. Accordingly, I would think that a reasonable transfer provision would be that members can transfer their interests, but that the transferee would not have automatic posting privileges unless admitted to the LLC by the requisite vote of the other members. If someone wants to purchase an interest on those terms, more power to ‘em, but it would seem pretty unlikely.