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Thomas Rutledge

Thomas E. Rutledge

Member
Direct Phone: 502.560.4258
Direct Fax: 502.627.8758
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Thomas E. Rutledge

Overview

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 is AV® Preeminent™ Peer Review Rated by Martindale-Hubbell®, is listed in The Best Lawyers in America®, recognized by Chambers USA and is honored as a Kentucky Super Lawyer for his legal achievements. 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 Cooperation Association Act and various statutory amendments adopted in 2007, 2010, 2011, 2012, 2013 and 2015. Various of 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 that was 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 a member of 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.

Work Highlights

Intellectual Property and Licensing

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 national private equity fund.

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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.

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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.

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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.

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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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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.

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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. 

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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. 

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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Related Industries: Equine
Related Practices: Business Services, Tax

Professional & Civic Activities

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

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, member

Distinctions

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

Best Lawyers “Lawyer of the Year,” Louisville, Cooperative Governance Law, 2017

Chambers USA, Leading Lawyer for Business, Corporate/M&A, 2014

Listed in Best Lawyers in America®, Commercial Litigation, Corporate Compliance Law, Corporate Governance Law, Corporate Law, Mergers and Acquisitions Law

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 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 and the Uniform Statutory Trust Act.

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 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 many amendments to various of the Kentucky business entity acts.

Seminars

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

Sept. 2016 LLCs in Bankruptcy, speaker
Jan. 2017   Contract and business law to New Lawyers Program, speaker
Feb. 2017 Various topics involving Limited Liability Companies at Arkansas Bar Association Midyear Meeting, speaker

News

Aug. 29, 2016 Twelve SKO Attorneys Named 2017 Lawyer of the Year by Best Lawyers®
July 18, 2016 Thomas Rutledge Appointed to ABA Committee on Corporate Laws
Feb. 22, 2016 Chambers USA Recognizes 24 SKO Attorneys
Aug. 17, 2015 SKO Attorneys Recognized by Best Lawyers in America® 2016
May 27, 2015 SKO Attorney Appointed Commissioner of the Uniform Law Commission
Apr. 1, 2015 28 SKO Attorneys Recognized by Chambers USA 2015
Dec. 9, 2014 Penny Wise and Pound Foolish – Cut Rate Legal Work and Your Most Valuable Business Assets
Aug. 18, 2014 SKO Attorneys Recognized by Best Lawyers in America® 2015
Mar. 12, 2014 25 SKO Attorneys Recognized by Chambers USA 2014
Aug. 19, 2013 SKO Attorneys Recognized by Best Lawyers in America® 2014
June 5, 2013 22 SKO Attorneys Recognized by Chambers USA 2013
Feb. 10, 2013 22 SKO Attorneys Recognized by Chambers USA 2013
Sep. 7, 2012 61 SKO Attorneys Recognized by Best Lawyers in America® 2013
July 20, 2012 Kentucky Super Lawyers Recognizes 31 Stoll Keenon Ogden Attorneys
June 7, 2012 22 SKO Attorneys Recognized by Chambers USA 2012
Feb. 28, 2012 SKO Attorneys Recognized by Chambers USA 2012
Sep. 6, 2011 53 SKO Attorneys Recognized by Best Lawyers in America® 2012
July 25, 2011 Kentucky Super Lawyers Recognizes 25 SKO Attorneys
June 10, 2011 SKO Attorneys Ranked in Chambers USA 2011
Mar. 16, 2011 SKO Attorneys Recognized by Chambers USA 2011
Mar. 2, 2011 The New Limited Partnership Annual Report Obligations
Aug. 6, 2010 53 SKO Attorneys Recognized by Best Lawyers in America® 2011
July 28, 2010 26 SKO Attorneys Recognized by Kentucky Super Lawyers
June 14, 2010 SKO Attorneys Recognized by Chambers USA
Apr. 15, 2010 SKO Attorneys Recognized by Chambers USA 2010
Aug. 6, 2009 49 SKO Attorneys Recognized by Best Lawyers in America
June 15, 2009 SKO Attorneys Recognized by Chambers USA 2009
June 19, 2008 Lawyers Honored by Chambers USA
Sep. 19, 2007 39 SKO Attorneys Recognized by Best Lawyers in America
June 15, 2007 Scott Brinkman and Tom Rutledge Honored by Grayson and National Association of Secretaries of State
Oct. 10, 2006 Stoll Keenon Ogden Attorneys Contribute to American Bar Association Model Agreement
Mar. 15, 2006 Louisville Magazine Recognizes SKO Attorneys as Best Lawyers in America

Publications

Mar. 17, 2017 Interest Assignments Among Members
Mar. 10, 2017 New Questions on Kentucky’s 2017 Annual Report Form for Businesses
Nov. 21, 2016 LLPs and Professional Malpractice Insurance: Grading the Mortgage Grader Decision
Sep. 29, 2016 Say Goodbye to the TMP and Hello to the PR
Sep. 27, 2016 The 2015 Amendments to the Kentucky Business Entity Statutes
Sep. 26, 2016 Diversity Jurisdiction and Unincorporated Entities: Recent Developments
Aug. 22, 2016 Tom Rutledge Takes on LLC Member Expulsion
Aug. 10, 2016 Bankrupt Law Firm Unfinished Business Question to California Supreme Court
July 25, 2016 It’s Not Me, It’s You: Planning for Expulsion of Members from LLCs
May 17, 2016 2015 Amendments to Kentucky Business Entity Statutes
Mar. 30, 2016 As Amended from Time to Time
Jan. 19, 2016 2016 Cumulative Supplements to UK/CLE treatise Limited Liability Companies in Kentucky
Nov. 30, 2015 Recent Developments in Diversity Jurisdiction for LLCs and Other Unincorporated Forms
Nov. 10, 2015 Conflicting Views as to the Unfinished Business Doctrine
Nov. 9, 2015 Own a Piece of the Action! SEC Approves New Rules on Internet Crowdfunding for Startups
Sep. 28, 2015 Single Member LLCs – The Complexities of a Simple Idea
July 22, 2015 When a Single-Member LLC Isn’t and When a Multiple-Member LLC Is
June 17, 2015 Kentucky Enacts the Unincorporated Nonprofit Association Act
June 8, 2015 Updates to the Nonprofit Corporation Acts; Nonprofit Corporations Should Update Their Bylaws
June 1, 2015 The Internal Affairs Doctrine and Limited Liability of Individual Series Within a Series LLC
Apr. 13, 2015 Piercing the LLC Veil—Is Tax Classification a Relevant Characteristic?
Mar. 30, 2015 Who Will Watch the Watchers?: Derivative Actions in Nonprofit Corporations
Feb. 23, 2015 Conflicting Views as to the Unfinished Business Doctrine
Dec. 9, 2014 Cumulative Supplements to UK/CLE treatise Limited Liability Companies in Kentucky
Nov. 10, 2014 XIX Kentucky
Sep. 22, 2014 Let’s Stop Describing LLCs as “Hybrids”
Aug. 19, 2014 Minority Shareholder Oppression? The Problem is Not With the Answer, But Rather with the Question
June 17, 2014 Equal Protection of Grocery Stores in the Sale of Alcoholic Beverages
Apr. 22, 2014 Allocating Voting and Economic Rights in LLCs: An Invitation to Confusion (Part II)
Jan. 27, 2014 A Corporation Has No Soul – The Business Entity Law Response to Challenges to the Contraceptive Mandate of the PPACA
Dec. 2, 2013 Allocating Voting and Economic Rights in LLCs: An Invitation to Confusion (Part I)
Sep. 10, 2013 SEC Makes it Easier to Advertise to Investors
July 15, 2013 Going to Delaware (?)
July 10, 2013 When Your Client is an Organization – Some of the Problems Not Resolved by Rule 1.13
May 10, 2013 The Trust as an Entity and Diversity Jurisdiction: Is Navarro Applicable to the Modern Business Trust?
Mar. 27, 2013 The Man Who Tells You He Understands Series Will Lie to You About Other Things As Well
Feb. 23, 2013 The Duty of Finest Loyalty and Reasonable Decisions: The Business Judgement Rule in Unincorporated Business Organizations
Dec. 1, 2012 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
Nov. 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
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
Aug. 1, 2012 Limited Liability Companies in Kentucky
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?
June 1, 2012 Is the Statutory Fiduciary Duty of Corporate Directors Exclusive?
Mar. 1, 2012 In Delectus Personae and Organic Transactions
Nov. 1, 2011 Vampires and the Law of Business Organizations: The Fruitless Search for Authenticity
Oct. 1, 2011 Supporting Gift and Valuation Discounts
Oct. 1, 2011 Regarding the Disregarded Entity
Aug. 1, 2011 In Delectus Personae and Proxies
July 1, 2011 The 2011 Amendments to Kentucky’s Business Entity Laws
June 1, 2011 Chapman v. Regional Radiology Associates, PLLC: A Case Study in the Consequences of Resignation
Apr. 1, 2011 Kentucky Responds Not To Olmstead, But To the Problem of Asset Protection SMLLCs
Mar. 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
Feb. 1, 2011 Stock Buy-back Agreement in Valuation
Dec. 1, 2010 Fair Value – With or Without Discounts
Nov. 1, 2010 To Be or Not to Be Exclusive: Statutory Construction of the Charging Order in the Single Member LLC
Nov. 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
Oct. 1, 2010 Valuation of Farm Properties
Sep. 10, 2010 Kentucky Business Entity Laws: The 2010 Amendments
Sep. 1, 2010 The Kentucky Business Entity Filing Act: An Introduction
Aug. 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
July 1, 2010 The Kentucky Business Entity Filing Act
June 1, 2010 The Analytic Protocol for the Duty Of Loyalty Under the Prototype LLC Act
Apr. 1, 2010 The Nevada Restricted LLC/LP: Damned If You Do and Damned If You Do
Mar. 1, 2010 Waiving Fiduciary Obligations
Dec. 1, 2009 You Just Resigned – Now What? Different Paradigms for Withdrawing From a Venture
Oct. 1, 2009 Linkage, Cabining and Junction Box: The Brave New World of Entity Law Comes Together in Kansas
June 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
Mar. 1, 2009 Organizing A Professional Practice: An After-Tax Choice-of-Entity Calculus
Dec. 1, 2008 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
May 1, 2008 Nevada’s Corporate Charging Order: Less There Than Meets the Eye
Dec. 1, 2007 Minority Members and Operating Agreements
Nov. 1, 2007 The Uniform Limited Partnership Act (2001) Comes to Kentucky: An Owner’s Manual
Sep. 1, 2007 Recent Amendments to Kentucky Business Entity Laws
Sep. 1, 2007 Kentucky Law Update: Business Law Developments
Aug. 1, 2007 The Disputes over Check-the-Box, SMLLCs and Liability for Employment Taxes
July 1, 2007 Second Circuit Affirms McNamee: Validity of Check-the-Box Regulations Again Confirmed
June 1, 2007 The Sixth Circuit Affirms Littriello: Check-the-Box Regulations Are Upheld
June 1, 2007 No Good Deed Goes Unpunished: Pitfalls for Counsel to a Business Organization About to be Governed by a New Law
Jan. 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
Aug. 1, 2006 Charging Orders: Some of What You Ought to Know (Part 2)
Mar. 1, 2006 Charging Orders: Some of What You Ought to Know (Part 1)
Jan. 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
2009 "Again, For Want of a Theory: The Challenge of the "Series" to Business Organization Law," 46 American Business Law Journal 311
Mar. 2009 "Organizing a Professional Practice: An After-Tax Choice of Entity Calculus," 110 J. Tax'n 135 (with Steven M. Lukinovich and Mark S. Franklin)
Aug. 2003 "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
Feb. 2003 "Prototype Partnership Agreement for a Limited Liability Partnership Formed Under the Uniform Partnership Act," (1997), 58 Business Lawyer 689 (Contributor & Drafting Subcommittee Co-Chair)
2005 "The Duty of Finest Loyalty and Reasonable Decisions: The Business Judgment Rule in Unincorporated Business Organizations," 30 Del. J. Corp. Law343
Sep./Oct. 2003 "The Albright Decision - Why a SMLLC is Not an Appropriate Asset Protection Vehicle," 5 Business Entities 16
2007 "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.)

Events

June 2017 18th Biennial Judge Joe Lee Bankruptcy Institute
Apr. 2016 2016 ABA Business Law Section Spring Meeting
May 2016 31st Annual National Conference on Equine Law
Mar. 2016 Limited Liability Entities 2016 Update
Nov. 2015 Webinar: Diversity Jurisdiction and “L” (LLC, LP) Entities – The Importance of Getting it Right and the Trauma of Getting it Wrong
Nov. 2015 2015 LLC Institute
Sep. 2015 American Bar Association Business Law Section Annual Meeting
June 2015 Forming LLCs – Using the World’s Best Checklist
June 2015 Updates from the Capitol: Part I
Feb. 2015 American Law Institute Business Entities 2015 Update
Mar. 2015 15th Biennial Business Associations Law Institute
Dec. 2014 LLC State Law: Comparative Analysis and Draft-Arounds
Oct. 2014 Florida Bar Tax Section: The ABC’s and XYZ’s of LLCs
Oct. 2014 2014 LLC Institute
Sep. 2014 American Bar Association Business Law Section Annual Meeting
Aug. 2014 ABA Webinar: Unwinding the Myth of the Limited Liability Company Capital Account
June 2014 2014 Kentucky Bar Association Annual Convention
Apr. 2014 American Bar Association 2014 Business Law Section Spring Meeting
Feb. 2014 American Law Institute Business Entities Annual Seminar: 2014 Update
Oct. 2013 Kentucky Law Journal Securities Symposium
Nov. 2013 Success Strategies for the Professional Artist in the Digital Age
June 2013 Webinar: Unwinding the Myth of the Limited Liability Company Capital Account
Apr. 2013 14th Biennial Business Associations Law Institute
May 2012 27th Annual National Conference on Equine Law
Feb. 2011 ALI-ABA Choice of Business Entity – 2011 Update
Feb. 2011 13th Biennial Business Associations Law Institute