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Thomas E. Rutledge

Member, Louisville

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 is the Gordon Davidson Fellow 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 trust.  He also served as an expert witness on series LLCs.

Education
University of Kentucky College of Law
1990, J.D.
University of Notre Dame
1987, Graduate Fellow, Medieval History
Saint Louis University
1985, B.A., cum laude
Admissions
Kentucky

Recognition

  • AV® Preeminent™ Peer Review Rated by Martindale-Hubbell®
  • Best Lawyers in America®, Lawyer of the Year, 2017
  • Best Lawyers in America®, 2006-present
  • Chambers USA, Leading Lawyer for Business, Corporate/M&A
  • Appointed by the American Bar Association Section of Business Law as an advisor to numerous Uniform Law Commission drafting projects.
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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
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Work Highlights

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 Company books and records.

 

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.

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.

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News Publications Seminars
XIX Kentucky, Nov. 10, 2014
Going to Delaware (?), July 15, 2013
    
     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