Thomas E. Rutledge

Tom is a Member in Stoll Keenon Ogden’s Louisville office and has been with the firm for nearly 30 years. Drawing on his experience gained from decades of contributions to the Businesses Services practice, coupled with a vibrant academic practice, Tom advises clients on all aspects of business entity organization, including related tax and securities laws, and disputes amongst business owners.

Tom’s work on behalf of his clients and the development of law generally has been oft recognized. In 2004 he was elected to membership in the American Law Institute. In 2016, he was appointed to one of the only 26 positions nationwide on the American Bar Association’s Committee on Corporate Laws. In 2017, Tom was named a Best Lawyers in America “Lawyer of the Year” in Corporate Governance Law, and in 2018 he received the Martin I. Lubaroff Award.

Tom is a prolific author on a variety of topics including the organization of limited liability companies, and various of his articles have been cited by courts in Kentucky, Florida, Delaware and by the 6th and the 7th Circuit Courts of Appeal. One of his articles was cited to the United States Supreme Court in an amicus brief filed by a group of business law professors in connection with the Hobby Lobby and Conestoga Wood cases decided in 2014. In 2018 he became a co-author of Ribstein and Keatinge on Limited Liability Companies.

In addition to his work on behalf of clients of Stoll Keenon Ogden, Tom serves as an adjunct professor at the University of Kentucky College of Law and regularly lectures at the University of Louisville Louis D. Brandeis School of Law.

Business Services: Tom’s practice is substantially concentrated in providing counsel on the structure of various commercial enterprises, helping clients decide whether their ventures should be organized as a corporation, limited liability company, a partnership or other organizational form. Having helped clients make that decision, he prepares the organizational documents for the venture and, as it develops over time, advises and drafts with respect to document amendments.

Disputes Amongst Business Owners: Tom regularly works with the Business Litigators here at SKO and with other firms on a consulting basis as to disputes between business owners and the application of both the venture’s organizational documents and the underlying law. He as well serves as an expert witness on matters involving the operation of corporations and LLCs, including the fiduciary duties that arise under those organizational forms.

Mergers & Acquisitions: Tom advises clients on a variety of complex transactions involving reorganization, refinancing, purchase and sale. This experience includes working with the SKO team that regularly counsels clients with respect to ESOP transactions.

Governance: Tom regularly advises clients with respect to the negotiation of limited liability company operating agreements, shareholder buy-sell agreements, and similar documents governing the organization of various ventures. Tom has a particular skill set in this area, having served as a member of the committee that drafted the Kentucky Limited liability Company Act, amendments to the Kentucky Business Corporation Act, and having served as the principal drafter of other acts and statutory amendments, including Kentucky’s Partnership, Limited Partnership and Limited Cooperative Association Acts.

Series LLCs: Building on his work on the Uniform Protected Series Act and numerous articles on the topic, Tom drafts the documents for Series LLCs and other series as used in limited partnerships and statutory trusts. He also served as an expert witness on series LLCs.

Recognition

• AV® Preeminent™ Peer Review Rated by Martindale-Hubbell®

• Best Lawyers®, Lawyer of the Year, 2017

• Best Lawyers®, Business Organizations (including LLCs and Partnerships), Commercial Litigation, Corporate Compliance Law, Corporate Governance Law, Corporate Law, and Mergers and Acquisitions Law, 2006-present

• Chambers USA, Leading Lawyer for Business, Corporate/M&A

• Kentucky Super Lawyers® Honoree, 2010-2012

• Appointed by the American Bar Association Section of Business Law as an advisor to numerous Uniform Law Commission drafting projects.

Work Highlights

Innovative Financing

As the Covid-19 pandemic began and the need for PPE became urgent, a local manufacturer contracted with the state to manufacture hand-sanitizer. However, the manufacturer did not have the capital to acquire the additional raw materials and packaging. A SKO client agreed to provide financing, and Tom Rutledge agreed to on a pro-bono basis prepare the necessary financing documents. Applying his knowledge and experience in financing and the Uniform Commercial Code, an arrangement was put in place that protected our client notwithstanding the interests of pre-existing lenders.

Related Practices: Business Services

Forced Buyout of a Member of an LLC

When a minority member of an LLC threatened disruptive litigation, Tom was recommended by the company’s existing counsel to handle the dispute. Within a month of being engaged, he effected a forced buyout of the dissident member on terms advantageous to the company and at a value of some one-third of the dissident’s demand even as he negotiated for significant non-competition and non-solicitation limits. In the course of these actions, he as well sidelined the dissident’s efforts to inspect the LCC's books and records.

Related Practices: Business Services, Business Litigation

Successful Defense of Veil-Piercing Claim

Spradlin v. Beads and Steeds Inn, LLC (In re Howland), Case No. 16-5499 (Jan., 2017) (unpublished)

The Sixth Circuit Court of Appeals upheld the lower court rulings SKO obtained in a matter involving novel Kentucky corporate law claims centered on reverse veil piercing and substantive consolidation claims under bankruptcy law. SKO successfully defended the client against efforts by a Chapter 7 trustee to avoid the transfer of a parcel of real property. In this case, the client purchased a farm from an LLC, which leased it back to continue operating its business at the location. When the individual members of the LLC later sought bankruptcy relief, the trustee filed a complaint, alleging the client was the recipient of a fraudulent transfer. SKO proved the property transfer was made to our client by the LLC, not the individual debtors. Efforts by the trustee to amend and consolidate the complaint on appeal, as well as invoke reverse veil-piercing, were unsuccessful in federal Bankruptcy Court, the U.S. District Court for the Eastern District of Kentucky and the Sixth Circuit Court of Appeals.

Related Practices: Appellate

Defense of Alleged Breach of Fiduciary Duty in an LLC

SKO defended the majority member of a medical billing company from multiple claims of usurping corporate opportunities and breach of fiduciary duty. Counterclaims were filed against the plaintiffs alleging breach of fiduciary. The case was quickly settled on favorable terms to SKO's client, resulting in the majority member being the sole owner of the company.

Related Practices: Business Owner Disputes, Healthcare, Business Litigation

Defense of Majority Shareholder Against Breach of Fiduciary Duty Charges

SKO defended a majority shareholder against multiple claims of breach of fiduciary duty, self-dealing and fraud stemming from multiple construction and land use projects. The case was litigated over the course of four years, with the plaintiffs eventually agreeing to settle the dispute for a small fraction of their demand.

Related Practices: Business Owner Disputes, Business Litigation

Suit Brought on Behalf of LLC Member to Follow Operating Agreement

When a faction of an LLC purported to take control of its board notwithstanding the absence of a vote of the members, SKO represented a group of members in litigation insisting that the requirements of the operating agreement be satisfied.

Related Practices: Business Owner Disputes, Business Litigation

Terminated Shareholder Sued for Breach of Fiduciary Duty & Employment Agreements

A terminated shareholder/corporate officer was sued on a number of grounds, including breach of fiduciary duty and breach of an employment agreement. SKO represented the defendant corporation and its founding shareholder. SKO obtained a jury verdict substantially in favor of the defendant.

Related Practices: Business Owner Disputes, Business Litigation

Defending a Shareholder Derivative Action

When a single, dissident shareholder brought both derivative claims on behalf of the corporation and direct claims against certain directors, SKO successfully argued in litigation that the dissident shareholder had no standing to assert claims and lacked the ability to bring a derivative action for failure to satisfy the statutory requirements for doing so. The litigation continued to the enforcement of a stock buy-sell agreement, upon which our client was successful in both its enforcement and the valuation of the minority member’s shares.

Related Practices: Business Owner Disputes, Business Litigation

Ending a Derivative Action by a Merger and Dissenter Rights

When a small minority of the shareholders prevailed in derivative action, SKO was brought in to advise the majority owners. A merger transaction both ended the derivative action by depriving the minority of standing and provided a means of redeeming their shares so similar suits may not be brought in the future. The minority shareholders initiated a dissenter rights action, which was resolved on a valuation favorable to our client.

Related Practices: Business Owner Disputes, Business Litigation

Defending Against a Threatened Change in Control

When a dissident group of shareholders threatened to alter the structure of the board and thereby take control of the corporation, SKO advised the incumbent board on how to structure an asset sale to a related company that preserved existing relationships.

Related Practices: Business Owner Disputes, Business Litigation

Reorganization, Refinancing and Acquisition of Major Healthcare Entity

Stoll Keenon Ogden represented a major healthcare services entity, its affiliated upstream and sister companies, its owners and its founding management team in comprehensive reorganization, refinancing and acquisition transactions totaling more than $300 million. The matters resulted in the closing of a senior secured term loan and revolving credit facilities secured by owned senior care facilities in four states with a 9-member syndicate of commercial banks; the requisition of waivers, consents and estoppels from various property lessors on leased senior care facilities in four states; restructuring of upstream holding companies and combination of two upstream ownership groups and boards of managers; the creation of a management company; the introduction of healthcare facility management agreements; the migration of payroll and benefits for more than 7,000 employees; the related restructuring of multiple lease and debt financing and supplier relationships; the creation and reorganization of multiple SPE organizations accompanied by extensive non-consolidation analysis and issuance of a substantive non-consolidation opinion to the lending syndicate; the exercise of purchase option and acquisition of multiple senior care facilities; the contribution of additional equity capital from the client’s majority owners; and the amendment and restructuring of multiple Master Lease and inter-creditor agreements.

Related Practices: Business Services, Labor, Employment & Employee Benefits, Tax, Bankruptcy & Financial Restructuring, Corporate Finance & Lending, Healthcare, Mergers & Acquisitions

Reorganization of Equine Business, Insurance Trust and Gift Planning

Represented a husband and wife in planning and implementing the reorganization of a multi-million dollar equine business; in the preparation of multi-generation irrevocable trusts for each of the children and the gifting of interests in the equine business on a discounted basis to the trusts; in planning and implementing a multi-million dollar life insurance trust; and in preparing and implementing a beneficiary defective irrevocable dynasty trust.

Related Practices: Business Services, Tax

Equity Offerings and Corporate Governance

Currently represent a software services company that provides a suite of management and IT solutions for financial institutions, designed to improve efficiency and compliance with federal regulations in connection with seed round and subsequent financings involving a large private equity funds.

Related Practices: Emerging Business And Venture Capital, Corporate Finance & Lending, Securities & Corporate Governance

Recapitalization and Restructuring of Financial Services Compliance Firm

Represented financial services compliance firm in all aspects of recapitalization and sale of multiple series of securities to private equity firm and other stockholders.

Related Practices: Business Services

Sale of Financial Services Technology Business to Private Equity Firm

Represented sellers in negotiating and closing the sale of major high technology, financial services business. Included confidentiality and non-disclosure agreements, review of competing proposals by prospective purchasers; due diligence; negotiation and closing of all purchase agreements with well-known private equity firm buyer.

Related Practices: Business Services

Sale of Natural Gas Production Interests

Represented sellers of significant natural gas production interests in series of large transactions with strategic buyers. Included negotiation with multiple prospective purchasers, NDAs, due diligence, regulatory issues, negotiation and closing of all purchase-related agreements.

Related Practices: Business Services, Utility & Energy

Competing Venture by an LLC Member

When a minority member of an LLC organized a competing venture, SKO brought suit and obtained injunctive relief on behalf of our client based upon minority member’s breach of his statutory duty of loyalty. After a two-week jury trial, obtained favorable settlement for client.

Related Practices: Business Owner Disputes, Business Litigation

LLC Member’s “Salary”

When a terminated member argued that he was still entitled to his “salary,” SKO prevailed in the lawsuit, demonstrating that the “salary” was a distribution and that under state law the LLC was prohibited from making a distribution under existing circumstances.

Related Practices: Business Owner Disputes, Business Litigation

News

118 SKO Attorneys Named to “2023 U.S. News Best Lawyers® in America”, Aug. 18, 2022

77 STOLL KEENON OGDEN ATTORNEYS HONORED IN “BEST LAWYERS IN AMERICA” 2022 Edition, Aug. 19, 2021

73 Stoll Keenon Ogden PLLC attorneys are recognized in the 2021 edition of the Best Lawyers in America®, one of the most respected legal peer-review guides in the world., Aug. 20, 2020

Tom Rutledge a Founding Fellow of the American College of LLC Lawyers, July 24, 2020

Stoll Keenon Ogden Member and UK Law Alum Thomas R. Rutledge to teach Business Planning Course, Jan. 21, 2020

Stoll Keenon Ogden Attorney Thomas E. Rutledge joins Leading LLC Book as Co-Author, Oct. 24, 2019

SKO Attorneys Recognized Among 2020 Best Lawyers in America®, Aug. 15, 2019

Stoll Keenon Ogden Member Thomas E. Rutledge Named Recipient of the 2018 Martin I. Lubaroff Award, Oct. 9, 2018

SKO Attorneys Recognized Among 2019 Best Lawyers in America, Aug. 15, 2018

SKO’s Thomas Rutledge Tapped for ABA Task Force, Aug. 31, 2017

SKO Attorneys Recognized Among Best Lawyers in America, Aug. 16, 2017

Becoming a B Corp Benefits More Than the Greater Community, June 28, 2017

Best Lawyers in America Chooses 61 SKO Attorneys for 2017 Publication, Aug. 30, 2016

Twelve SKO Attorneys Named 2017 Lawyer of the Year by Best Lawyers®, Aug. 29, 2016

Thomas Rutledge Appointed to ABA Committee on Corporate Laws, July 18, 2016

Chambers USA Recognizes 24 SKO Attorneys, Feb. 22, 2016

SKO Attorneys Recognized by Best Lawyers in America® 2016, Aug. 17, 2015

SKO Attorney Appointed Commissioner of the Uniform Law Commission, May 27, 2015

28 SKO Attorneys Recognized by Chambers USA 2015, Apr. 1, 2015

Penny Wise and Pound Foolish – Cut Rate Legal Work and Your Most Valuable Business Assets, Dec. 9, 2014

SKO Attorneys Recognized by Best Lawyers in America® 2015, Aug. 18, 2014

25 SKO Attorneys Recognized by Chambers USA 2014, Mar. 12, 2014

SKO Attorneys Recognized by Best Lawyers in America® 2014, Aug. 19, 2013

22 SKO Attorneys Recognized by Chambers USA 2013, June 5, 2013

22 SKO Attorneys Recognized by Chambers USA 2013, Feb. 10, 2013

61 SKO Attorneys Recognized by Best Lawyers in America® 2013, Sep. 7, 2012

Kentucky Super Lawyers Recognizes 31 Stoll Keenon Ogden Attorneys, July 20, 2012

22 SKO Attorneys Recognized by Chambers USA 2012, June 7, 2012

SKO Attorneys Recognized by Chambers USA 2012, Feb. 28, 2012

53 SKO Attorneys Recognized by Best Lawyers in America® 2012, Sep. 6, 2011

Kentucky Super Lawyers Recognizes 25 SKO Attorneys, July 25, 2011

SKO Attorneys Ranked in Chambers USA 2011, June 10, 2011

SKO Attorneys Recognized by Chambers USA 2011, Mar. 16, 2011

The New Limited Partnership Annual Report Obligations, Mar. 2, 2011

53 SKO Attorneys Recognized by Best Lawyers in America® 2011, Aug. 6, 2010

26 SKO Attorneys Recognized by Kentucky Super Lawyers, July 28, 2010

SKO Attorneys Recognized by Chambers USA, June 14, 2010

SKO Attorneys Recognized by Chambers USA 2010, Apr. 15, 2010

49 SKO Attorneys Recognized by Best Lawyers in America, Aug. 6, 2009

SKO Attorneys Recognized by Chambers USA 2009, June 15, 2009

Lawyers Honored by Chambers USA, June 19, 2008

39 SKO Attorneys Recognized by Best Lawyers in America, Sep. 19, 2007

Scott Brinkman and Tom Rutledge Honored by Grayson and National Association of Secretaries of State, June 15, 2007

Stoll Keenon Ogden Attorneys Contribute to American Bar Association Model Agreement, Oct. 10, 2006

Louisville Magazine Recognizes SKO Attorneys as Best Lawyers in America, Mar. 15, 2006

Publications

The Restaurant Revitalization Fund, May 4, 2021

Adding Insult to Death, Apr. 19, 2021

The Corporate Transparency Act – Preparing for the Federal Database of Beneficial Ownership Information, Apr. 19, 2021

Tear up that Document!, Mar. 25, 2021

Kentucky Clarifies Tax Treatment of PPP Loans: It Turns Out You Can Have Your Cake and Eat It Too, Mar. 19, 2021

Beneficial Ownership Reporting Under the Corporate Transparency Act, Mar. 9, 2021

Delaware versus California and Choice of Law: JUUL Labs, Inc. v. Grove, Mar. 2, 2021

LLC in Chapter 7 Bankruptcy Not Obligated to Remit State Taxes on Behalf of Out-of-State Members, Oct. 12, 2020

Choice of Law/Forum and Waiving the Right to a Jury Trial: California Courts Holds That the Former Cannot Do the Latter, Sep. 9, 2020

How to Seek Paycheck Protection Program Loan Forgiveness, Aug. 19, 2020

The Paycheck Protection Program: Where We Stand, June 18, 2020

The Paycheck Protection Program and the Lawsuits That Have Been Filed, June 8, 2020

Helping Small Businesses and Small Firms Respond to the COVID-19 Pandemic, June 5, 2020

New Liberalized Rules for Paycheck Protection Plan Loans (Maybe), June 3, 2020

Treasury Issues Additional Guidance on PPP Loan Forgiveness: The Devil Is in the Details (and There Are Many Details), May 27, 2020

The Ink Just Will Not Dry on This One: More Paycheck Protection Program Guidance, Including the Loan Forgiveness Application, May 18, 2020

Treasury Issues Promised Guidance on Paycheck Protection Program Audits, Reducing But Not Eliminating, Audit Exposure, May 13, 2020

Annual Board and Shareholder Meetings in the Midst of the Coronavirus Pandemic, May 6, 2020

Key Paycheck Protection Program Deadline Extended, May 6, 2020

The Ink Was Almost Dry On That One; Update on the Deductibility of Expenses Funded With Paycheck Protection Program Loans, May 4, 2020

Plan Now For Paycheck Protection Program Loan Forgiveness, Apr. 30, 2020

Home Mortgages and Leases in the Coronavirus Pandemic, Apr. 27, 2020

Not All Tax Deadlines Have Been Delayed: Form 941 is Still Due April 30, and Your Second Quarter 941 Will Put Money in Your Pocket, Apr. 24, 2020

The Paycheck Protection Program: Round Two, Apr. 21, 2020

Delayed Tax Return And Payment Due Dates, Apr. 15, 2020

Summary of KY H.B. 351 (2020) and Related Revenue Measures, Apr. 15, 2020

The Paycheck Protection Program: Answers To Your Questions, Apr. 13, 2020

Who Is (and Who Is Not) the Client?, Jan. 15, 2020

Kentucky’s First Business Court to Launch January 1, 2020, Nov. 25, 2019

It’s Time to Update Your Partnership and Operating Agreements, Oct. 30, 2019

Proposed Change to Federal Rules of Civil Procedure Could Reduce Questions as to Federal Diversity Jurisdiction, Oct. 22, 2019

Judicial Expulsion of a Member: What We Have Learned from All Saints University of Medicine Aruba, IE Test and Kenny v. Fulton Associates, July 29, 2019

US Supreme Court Addresses Regulation of Alcoholic Beverage Industry, June 28, 2019

Kentucky Supreme Court Strikes Down Waiver of Claims Between Child and For-Profit Business, June 17, 2019

VanWinkle v. Walker: Did the Members Intend to Waive Limited Liability?, Apr. 16, 2019

Alleviating Food Insecurity Via Cooperative Bylaws, Apr. 2, 2019

Garnishment Limits and Charging Orders, Nov. 28, 2018

Interest Dilution and Damages as Contribution-Default Remedies in Failing LLCs and Partnerships, Nov. 6, 2018

Under the Revised Uniform LLC Act the Executrix of a Member Is Not a Member, Oct. 19, 2018

LLC’s Members Waived Limited Liability, Held Liable on LLC’s Debts and Obligations, Oct. 19, 2018

Much Ado About Not that Much: RUPA 401(h) and the Unfinished Business Doctrine, July 19, 2018

Hanaway: A Truly Bizarre Opinion on the Obligation of Good Faith and Fair Dealing, Mar. 28, 2018

The 2017 Amendments to Kentucky’s Business Entity Statutes, Feb. 15, 2018

The 2017 Amendments to Kentucky’s Business Entity Statutes, Dec. 13, 2017

Purpose: If You Do Not Know Where You Are Going, How Will You Know If You Have Arrived, Nov. 8, 2017

The Kentucky Assumed Name Statute, Nov. 6, 2017

Rock, Paper, Scissors, Lizard, Spock and Other Innovative Dispute-Resolution Mechanisms, July 26, 2017

AN AMENDMENT TOO FAR?: LIMITS ON THE ABILITY OF LESS THAN ALL MEMBERS TO AMEND THE OPERATING AGREEMENT, July 5, 2017

U.S. Supreme Court Rules Federal Arbitration Act Preempts Right to Jury Trial, May 18, 2017

Interest Assignments Among Members, Mar. 17, 2017

Becoming a Kentucky-Based Benefit Corp, Mar. 15, 2017

New Questions on Kentucky’s 2017 Annual Report Form for Businesses, Mar. 10, 2017

LLPs and Professional Malpractice Insurance: Grading the Mortgage Grader Decision, Nov. 21, 2016

Say Goodbye to the TMP and Hello to the PR, Sep. 29, 2016

The 2015 Amendments to the Kentucky Business Entity Statutes, Sep. 27, 2016

Diversity Jurisdiction and Unincorporated Entities: Recent Developments, Sep. 26, 2016

Tom Rutledge Takes on LLC Member Expulsion, Aug. 22, 2016

Bankrupt Law Firm Unfinished Business Question to California Supreme Court, Aug. 10, 2016

It’s Not Me, It’s You: Planning for Expulsion of Members from LLCs, July 25, 2016

2015 Amendments to Kentucky Business Entity Statutes, May 17, 2016

As Amended from Time to Time, Mar. 30, 2016

2016 Cumulative Supplements to UK/CLE treatise Limited Liability Companies in Kentucky, Jan. 19, 2016

Recent Developments in Diversity Jurisdiction for LLCs and Other Unincorporated Forms, Nov. 30, 2015

Conflicting Views as to the Unfinished Business Doctrine, Nov. 10, 2015

Own a Piece of the Action! SEC Approves New Rules on Internet Crowdfunding for Startups, Nov. 9, 2015

Single Member LLCs – The Complexities of a Simple Idea, Sep. 28, 2015

When a Single-Member LLC Isn’t and When a Multiple-Member LLC Is, July 22, 2015

Kentucky Enacts the Unincorporated Nonprofit Association Act, June 17, 2015

Updates to the Nonprofit Corporation Acts; Nonprofit Corporations Should Update Their Bylaws, June 8, 2015

The Internal Affairs Doctrine and Limited Liability of Individual Series Within a Series LLC, June 1, 2015

Piercing the LLC Veil—Is Tax Classification a Relevant Characteristic?, Apr. 13, 2015

Who Will Watch the Watchers?: Derivative Actions in Nonprofit Corporations, Mar. 30, 2015

Conflicting Views as to the Unfinished Business Doctrine, Feb. 23, 2015

Cumulative Supplements to UK/CLE treatise Limited Liability Companies in Kentucky, Dec. 9, 2014

XIX Kentucky, Nov. 10, 2014

Let’s Stop Describing LLCs as “Hybrids”, Sep. 22, 2014

Minority Shareholder Oppression? The Problem is Not With the Answer, But Rather with the Question, Aug. 19, 2014

Equal Protection of Grocery Stores in the Sale of Alcoholic Beverages, June 17, 2014

Allocating Voting and Economic Rights in LLCs: An Invitation to Confusion (Part II), Apr. 22, 2014

A Corporation Has No Soul – The Business Entity Law Response to Challenges to the Contraceptive Mandate of the PPACA, Jan. 27, 2014

Allocating Voting and Economic Rights in LLCs: An Invitation to Confusion (Part I), Dec. 2, 2013

SEC Makes it Easier to Advertise to Investors, Sep. 10, 2013

Going to Delaware (?), July 15, 2013

When Your Client is an Organization – Some of the Problems Not Resolved by Rule 1.13, July 10, 2013

The Trust as an Entity and Diversity Jurisdiction: Is Navarro Applicable to the Modern Business Trust?, May 10, 2013

The Man Who Tells You He Understands Series Will Lie to You About Other Things As Well, Mar. 27, 2013

The Duty of Finest Loyalty and Reasonable Decisions: The Business Judgement Rule in Unincorporated Business Organizations, Feb. 23, 2013

Putting the Shepherds and the Magi in the Manger — The Problem of False Isomorphism, Dec. 1, 2012

The Kentucky Uniform Statutory Trust Act (2012): A Review, Dec. 1, 2012

When Your Client is an Organization – Some of the Problems Not Resolved by Rule 1.13, Nov. 1, 2012

Shareholders are Not Fiduciaries – A Positive and Normative Analysis of Kentucky Law, Nov. 1, 2012

Limited Liability Companies in Kentucky, Aug. 1, 2012

When the World Ends I Want to be in Kentucky Because There Everything Happens Thirty Years Late: Kentucky Finally Joins the Modern Rule Against Marketability Discounts in Dissenter Rights Actions, July 1, 2012

2012 Developments in Business Entity Law, July 1, 2012

The 2012 Amendments to Kentucky’s Business Entity Statutes, July 1, 2012

S Corp LLCs—Planning Opportunity or Solution in Search of a Problem?, July 1, 2012

Is the Statutory Fiduciary Duty of Corporate Directors Exclusive?, June 1, 2012

In Delectus Personae and Organic Transactions, Mar. 1, 2012

Vampires and the Law of Business Organizations: The Fruitless Search for Authenticity, Nov. 1, 2011

Supporting Gift and Valuation Discounts, Oct. 1, 2011

Regarding the Disregarded Entity, Oct. 1, 2011

In Delectus Personae and Proxies, Aug. 1, 2011

The 2011 Amendments to Kentucky’s Business Entity Laws, July 1, 2011

Chapman v. Regional Radiology Associates, PLLC: A Case Study in the Consequences of Resignation, June 1, 2011

Kentucky Responds Not To Olmstead, But To the Problem of Asset Protection SMLLCs, Apr. 1, 2011

The Kentucky Business Entity Filing Act: The Next Step Forward in the Rationalization of Business Entity Law, Mar. 1, 2011

The 2010 Amendments to Kentucky’s Business Entity Laws, Mar. 1, 2011

Regarding the Disregarded Entity, Mar. 1, 2011

Look Before You Charge: An Examination of the Charging Order under Kentucky’s LLC and Partnership Acts, Mar. 1, 2011

Stock Buy-back Agreement in Valuation, Feb. 1, 2011

Fair Value – With or Without Discounts, Dec. 1, 2010

I May Be Lost But I’m Making Great Time: The Failure of Olmstead to Correctly Recognize the Sine Qua Non of the Charging Order, Nov. 1, 2010

To Be or Not to Be Exclusive: Statutory Construction of the Charging Order in the Single Member LLC, Nov. 1, 2010

Valuation of Farm Properties, Oct. 1, 2010

Kentucky Business Entity Laws: The 2010 Amendments, Sep. 10, 2010

The Kentucky Business Entity Filing Act: An Introduction, Sep. 1, 2010

The Uniform Statutory Trust Entity Act: A Review, Aug. 1, 2010

Requiring Disclosure of Business Entity Ownership: Proposed New Laws are Burdensome, But With the Benefit of Being Effective, Aug. 1, 2010

The Kentucky Business Entity Filing Act, July 1, 2010

The Analytic Protocol for the Duty Of Loyalty Under the Prototype LLC Act, June 1, 2010

The Nevada Restricted LLC/LP: Damned If You Do and Damned If You Do, Apr. 1, 2010

Waiving Fiduciary Obligations, Mar. 1, 2010

You Just Resigned – Now What? Different Paradigms for Withdrawing From a Venture, Dec. 1, 2009

Linkage, Cabining and Junction Box: The Brave New World of Entity Law Comes Together in Kansas, Oct. 1, 2009

Again, for the Want of a Theory: The Challenge of the “Series” to Business Organization Law, June 1, 2009

External Entities and Internal Aggregates: A Deconstructionist Conundrum, June 1, 2009

Organizing A Professional Practice: An After-Tax Choice-of-Entity Calculus, Mar. 1, 2009

The 2007 Amendments to the Kentucky Business Entity Statutes, Dec. 1, 2008

RULLCA Section 301 – The Fortunate Consequences (and Continuing Questions) of Distinguishing Apparent Agency and Decisional Authority, Dec. 1, 2008

The Statute of Frauds and Partnership/Operating Agreements, Dec. 1, 2008

Nevada’s Corporate Charging Order: Less There Than Meets the Eye, May 1, 2008

Minority Members and Operating Agreements, Dec. 1, 2007

The Uniform Limited Partnership Act (2001) Comes to Kentucky: An Owner’s Manual, Nov. 1, 2007

Recent Amendments to Kentucky Business Entity Laws, Sep. 1, 2007

Kentucky Law Update: Business Law Developments, Sep. 1, 2007

The Disputes over Check-the-Box, SMLLCs and Liability for Employment Taxes, Aug. 1, 2007

Second Circuit Affirms McNamee: Validity of Check-the-Box Regulations Again Confirmed, July 1, 2007

No Good Deed Goes Unpunished: Pitfalls for Counsel to a Business Organization About to be Governed by a New Law, June 1, 2007

Modern Partnership Law Comes to Kentucky: Comparing the Kentucky Revised Uniform Partnership Act, Jan. 1, 2007

Kentucky’s New Partnership and Limited Partnership Acts, Jan. 1, 2007

Charging Orders: Some of What You Ought to Know (Part 2), Aug. 1, 2006

Charging Orders: Some of What You Ought to Know (Part 1), Mar. 1, 2006

Who’s Selling the Next Round: Wines, State Lines, the Twenty-first Amendment and the Commerce Clause, Jan. 1, 2006

Disappointing Diogenes: The LLC Debate that Never Was, Jan. 1, 2006

Seminars

Legislative and Case Law Update for the Business Law Practitioner, University of Kentucky’s Rosenberg College of

Law 18th Biennial Business Associations Institute, KBA Business Law Section, Presenter, 2021

Why Dying as a Member of an LLC is a Bad Idea, Speaker, LLC Institute, American Bar Association, 2020

Operating Agreements from the Minority Perspective: Rosencrantz and Guildenstern are Dead, Program Chair, Section of Business Law, Americn Bar Association, 2019

Biennial Case Law and Legislative Update for the Business Lawyer, Biennial Business Association's Law Institute, Speaker, 2019

LLC Boot Camp: Things You Need to Understand in Order to Write Effective Operating Agreements, American Bar Association Send of Business Law, Speaker, 2019

Life Cycle of a Business, Florida Tax Institute, Speaker, 2019

Piercing the Veil of the Single-Member LLC, Speaker, 2018

Contract and business law to New Lawyers Program, Speaker, 2017

Various topics involving Limited Liability Companies at Arkansas Bar Association Midyear Meeting, Speaker, 2017

LLCs in Bankruptcy, Speaker, 2016

Affiliations

• American Bar Association, Committee on LLC's, Partnerships and Unincorporated Entities, chair, 2013-2016; vice-chair, 2010-2013

• American Bar Association, appointed member to the Committee on Corporate Laws of the Section of Business Law, September 2016-current

• American Law Institute, elected member, 2004

• Kentucky Bar Association, Business Law Section chair 2018-2019

• American Bar Association Business Law Section, Publications Board, member, 2015-present

• Supreme Court of Kentucky, Jefferson County Business Court Docket Advisory Committee, 2019

• Direct to Consumer Sales of Wine, Beer, and Distilled Spirits, The Uniform Laws Commission, study member

at the University of Louisville Louis D. Brandeis School of Law.

Professional Activities

American Law Institute, Elected Member, 2004

Louisville Bar Association

Kentucky Bar Association

American Bar Association, Committee on LLC's, Partnerships and Unincorporated Entities

Teachings

Adjunct Professor, University of Kentucky College of Law

Gordon Davidson Fellow, University of Louisville School of Law

Seminars

National speaker on the laws of business organizations, including for the Kentucky Bar Association, the American Bar Association, and ALI-ABA

Achievements

Member, American Law Institute

Gordon Davidson Fellow, University of Louisville Brandeis School of Law

Appointed by the American Bar Association Section of Business Law as an advisor to the National Conference of Commissioners of Uniform State Laws for the Uniform Inter-Entity Transactions Act, the Revised Uniform Limited Liability Company Act, the Model Entity Transactions Act, the Uniform Statutory Trust Act and the Omnibus Business Code.

Member of the drafting committee for the Kentucky Limited Liability Company Act, and the 2002 amendments to the Kentucky Business Corporation Act. Primary drafter of the Kentucky Revised Uniform Partnership Act (2006), the Kentucky Uniform Limited Partnership Act (2006) and the 2007 amendments to various of the Kentucky business entity acts.

Publications

Again, For Want of a Theory: The Challenge of the "Series" to Business Organization Law, 46 American Business Law Journal 311 (2009).

Organizing a Professional Practice: An After-Tax Choice of Entity Calculus, 110 J. Tax'n 135 (Mar. 2009) (with Steven M. Lukinovich and Mark S. Franklin).

The Place (If Any) of the Special Purpose Professional Structure in Entity Rationalization, presented at the University of Maryland College of Law, Entity Rationalization Symposium (November 1, 2002), published in 58 Business Lawyer 1413 (August, 2003).

Prototype Partnership Agreement for a Limited Liability Partnership Formed Under the Uniform Partnership Act (1997), 58 Business Lawyer 689 (February, 2003) (Contributor & Drafting Subcommittee Co-Chair).

The Duty of Finest Loyalty and Reasonable Decisions: The Business Judgment Rule in Unincorporated Business Organizations, 30 Del. J. Corp. Law343 (2005).

The Albright Decision - Why a SMLLC is Not an Appropriate Asset Protection Vehicle, 5 Business Entities 16 (Sept./Oct., 2003).

Practical Guide to Limited Liability Partnerships, LLP-I of State Limited Liability Company and Partnership Laws (Arthur Jacobson, Scott E. Ludwig, Elizabeth S. Miller and Thomas E. Rutledge, eds., 2007)

Member: Louisville Bar Association; Kentucky Bar Association; American Bar Association (Member, Committee on LLCs, Partnerships and Unincorporated Entities).