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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 since 1990. He is a member of the Business Services practice with a focus on Mergers & Acquisitions and Securities & Corporate Governance. Tom is also a member of the Banking Litigation Practice.

His practice concentrates on business organization law and disputes among business organization owners. He has served as an expert witness on matters including the operation of LLCs and fiduciary duties in corporations and LLCs.

Tom’s knowledge of business organization law enables him to advise clients regarding all aspects of entity organization. His involvement in the development of Kentucky’s Public Benefit Corporation statute and enables him to assist clients in determining if B Corp status is a good fit for existing or new businesses.

Tom is AV® Preeminent™ Peer Review Rated by Martindale-Hubbell®, listed in The Best Lawyers in America®, recognized by Chambers USA and honored as a Kentucky Super Lawyer. He was a member of the committee that drafted the Kentucky Limited Liability Company Act and the 1994 Limited Liability Partnership amendments to the Kentucky Partnership Act. Tom was the principal drafter of the Kentucky Revised Uniform Partnership Act (2006), the Kentucky Uniform Limited Partnership Act (2006), the Kentucky Business Entity Filing Act, the Kentucky Uniform Statutory Trust Act (2012), the Kentucky Uniform Limited Cooperative Association Act and various statutory amendments adopted in 2007, 2010, 2011, 2012, 2013 and 2015.

His publications have been cited by courts in Kentucky, Florida and Delaware and by the 6th and 7th Circuit Courts of Appeal. One of his articles was cited to the US Supreme Court in an amicus brief filed by a group of business law professors, that brief filed in connection with the Hobby Lobby and Conestoga Wood cases decided in 2014.  He is the immediate past-chair of the Committee on LLCs, Partnerships and Unincorporated Entities, Section of Business Law of the American Bar Association,-  is an ABA advisor to the Series Drafting Committee, and is one of 26 members nationwide on the Committee on Corporate Laws.

Tom is a member of the Louisville, Kentucky and American Bar associations. In 2004, he was elected to membership in the American Law Institute. He has authored numerous published articles and serves as the editor of the American Bar Association's LLC & Partnership Reporter (formerly known as the "PUBOGRAM"), which is the newsletter for the Committee on LLCs, Partnerships and Unincorporated Entities. Tom has served as an adjunct professor at the University of Kentucky College of Law and is a Fellow at the University of Louisville Louis D. Brandeis School of Law.

Education
University of Kentucky College of Law
1990, J.D.
University of Notre Dame
, 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®, 2006-present
  • Best Lawyers “Lawyer of the Year,” Louisville, Cooperative Governance Law, 2017
  • Chambers USA, Leading Lawyer for Business, Corporate/M&A, 2014-2016
  • Kentucky Super Lawyer, Closely Held Business, 2012
  • Gordon Davidson Fellow, University of Louisville Brandeis School of Law
  • Appointed by the American Bar Association Section of Business Law as an advisor to numerous Uniform Law Commission drafting projects.
  • Appointed to the Committee on Corporate Laws of the Section of Business Law, American Bar Association.
  • Member of the drafting committee for the Kentucky Limited Liability Company Act, and the subsequent ammendments thereto, and numerous 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 many amendments to various of the Kentucky business entity acts.
  • Chair, Task Force on Committee on LLCs, Partnerships and Unincorporated Entities Business Law Section, American Bar Association
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Affiliations

  • 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
  • Louisville Bar Association
  • Kentucky Bar Association, Business Law Section chair 2018-2019
  • American Bar Association Business Law Section, Publications Board, member, 2015
  • American Bar Association, Committee on LLC's, Partnerships and Unincorporated Entities, chair, 2013; vice-chair, 2010-2013; Committee on Corporate Laws, 2016
  • American Law Institute
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Work Highlights

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...

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...

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...

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