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.
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.
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.
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.