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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 Supreme Court

Recognition

  • 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, 2014-2016
  • 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.
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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
  • 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
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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.

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.

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

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.

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.

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. 

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. 

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.

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.

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.

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.

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.

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.

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
News Publications Seminars
XIX Kentucky, Nov. 10, 2014
Going to Delaware (?), July 15, 2013
LLCs in Bankruptcy, speakerSept. 2016
Contract and business law to New Lawyers Program, speakerJan. 2017  
Various topics involving Limited Liability Companies at Arkansas Bar Association Midyear Meeting, speakerFeb. 2017