Atty. Thomas E. Rutledge

• 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
• Recognition • AV® Preeminent™ Peer Review Rated by Martindale-Hubbell® • Best Lawyers®, Lawyer of the Year, 2017 • Best Lawyers®, Business Organizations (including LLCs and Partnerships), Commercial Litigation, Corporate Compliance Law, Corporate Governance Law, Corporate Law, and Mergers and Acquisitions Law, 2006-present • Chambers USA, Leading Lawyer for Business, Corporate/M&A • Kentucky Super Lawyers® Honoree, 2010-2012 • Appointed by the American Bar Association Section of Business Law as an advisor to numerous Uniform Law Commission drafting projects
• Work Highlights Innovative Financing 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

Related Practices

• Business Services 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 the LCC's books and records

Related Practices

• Business Services, Business Litigation 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

Related Practices

• Appellate 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

Related Practices

• Business Owner Disputes, Healthcare, Business Litigation 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

Related Practices

Business Owner Disputes, Business Litigation 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

Related Practices

• Business Owner Disputes, Business Litigation 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

Related Practices

• Business Owner Disputes, Business Litigation 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

Related Practices

• Business Owner Disputes, Business Litigation 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

Related Practices

Business Owner Disputes, Business Litigation 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

Related Practices

• Business Owner Disputes, Business Litigation 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

Related Practices

• Business Services, Labor, Employment & Employee Benefits, Tax, Bankruptcy & Financial Restructuring, Corporate Finance & Lending, Healthcare, Mergers & Acquisitions 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 Equity Offerings and Corporate Governance 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 large private equity funds

Related Practices

Emerging Business And Venture Capital, Corporate Finance & Lending, Securities & Corporate Governance 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 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

Related Practices

• Business Services, Utility & Energy 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

Related Practices

Business Owner Disputes, Business Litigation 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

Related Practices

• Business Owner Disputes, Business Litigation News 118 SKO Attorneys Named to “2023 U.S
• News Best Lawyers® in America”, Aug. 18, 2022 77 STOLL KEENON OGDEN ATTORNEYS HONORED IN “BEST LAWYERS IN AMERICA” 2022 Edition, Aug. 19, 2021 73 Stoll Keenon Ogden PLLC attorneys are recognized in the 2021 edition of the Best Lawyers in America®, one of the most respected legal peer-review guides in the world., Aug. 20, 2020 Tom Rutledge a Founding Fellow of the American College of LLC Lawyers, July 24, 2020 Stoll Keenon Ogden Member and UK Law Alum Thomas R. Rutledge to teach Business Planning Course, Jan. 21, 2020 Stoll Keenon Ogden Attorney Thomas E. Rutledge joins Leading LLC Book as Co-Author, Oct. 24, 2019 SKO Attorneys Recognized Among 2020 Best Lawyers in America®, Aug. 15, 2019 Stoll Keenon Ogden Member Thomas E. Rutledge Named Recipient of the 2018 Martin I. Lubaroff Award, Oct. 9, 2018 SKO Attorneys Recognized Among 2019 Best Lawyers in America, Aug. 15, 2018 SKO’s Thomas Rutledge Tapped for ABA Task Force, Aug. 31, 2017 SKO Attorneys Recognized Among Best Lawyers in America, Aug. 16, 2017 Becoming a B Corp Benefits More Than the Greater Community, June 28, 2017 Best Lawyers in America Chooses 61 SKO Attorneys for 2017 Publication, Aug. 30, 2016 Twelve SKO Attorneys Named 2017 Lawyer of the Year by Best Lawyers®, Aug. 29, 2016 Thomas Rutledge Appointed to ABA Committee on Corporate Laws, July 18, 2016 Chambers USA Recognizes 24 SKO Attorneys, Feb. 22, 2016 SKO Attorneys Recognized by Best Lawyers in America® 2016, Aug. 17, 2015 SKO Attorney Appointed Commissioner of the Uniform Law Commission, May 27, 2015 28 SKO Attorneys Recognized by Chambers USA 2015, Apr. 1, 2015 Penny Wise and Pound Foolish – Cut Rate Legal Work and Your Most Valuable Business Assets, Dec. 9, 2014 SKO Attorneys Recognized by Best Lawyers in America® 2015, Aug. 18, 2014 25 SKO Attorneys Recognized by Chambers USA 2014, Mar. 12, 2014 SKO Attorneys Recognized by Best Lawyers in America® 2014, Aug. 19, 2013 22 SKO Attorneys Recognized by Chambers USA 2013, June 5, 2013 22 SKO Attorneys Recognized by Chambers USA 2013, Feb. 10, 2013 61 SKO Attorneys Recognized by Best Lawyers in America® 2013, Sep. 7, 2012 Kentucky Super Lawyers Recognizes 31 Stoll Keenon Ogden Attorneys, July 20, 2012 22 SKO Attorneys Recognized by Chambers USA 2012, June 7, 2012 SKO Attorneys Recognized by Chambers USA 2012, Feb. 28, 2012 53 SKO Attorneys Recognized by Best Lawyers in America® 2012, Sep. 6, 2011 Kentucky Super Lawyers Recognizes 25 SKO Attorneys, July 25, 2011 SKO Attorneys Ranked in Chambers USA 2011, June 10, 2011 SKO Attorneys Recognized by Chambers USA 2011, Mar. 16, 2011 The New Limited Partnership Annual Report Obligations, Mar. 2, 2011 53 SKO Attorneys Recognized by Best Lawyers in America® 2011, Aug. 6, 2010 26 SKO Attorneys Recognized by Kentucky Super Lawyers, July 28, 2010 SKO Attorneys Recognized by Chambers USA, June 14, 2010 SKO Attorneys Recognized by Chambers USA 2010, Apr. 15, 2010 49 SKO Attorneys Recognized by Best Lawyers in America, Aug. 6, 2009 SKO Attorneys Recognized by Chambers USA 2009, June 15, 2009 Lawyers Honored by Chambers USA, June 19, 2008 39 SKO Attorneys Recognized by Best Lawyers in America, Sep. 19, 2007 Scott Brinkman and Tom Rutledge Honored by Grayson and National Association of Secretaries of State, June 15, 2007 Stoll Keenon Ogden Attorneys Contribute to American Bar Association Model Agreement, Oct. 10, 2006 Louisville Magazine Recognizes SKO Attorneys as Best Lawyers in America, Mar. 15, 2006 Publications The Restaurant Revitalization Fund, May 4, 2021 Adding Insult to Death, Apr. 19, 2021 The Corporate Transparency Act – Preparing for the Federal Database of Beneficial Ownership Information, Apr. 19, 2021 Tear up that Document!, Mar. 25, 2021 Kentucky Clarifies Tax Treatment of PPP Loans: It Turns Out You Can Have Your Cake and Eat It Too, Mar. 19, 2021 Beneficial Ownership Reporting Under the Corporate Transparency Act, Mar. 9, 2021 Delaware versus California and Choice of Law: JUUL Labs, Inc. v
• Grove, Mar. 2, 2021 LLC in Chapter 7 Bankruptcy Not Obligated to Remit State Taxes on Behalf of Out-of-State Members, Oct. 12, 2020 Choice of Law/Forum and Waiving the Right to a Jury Trial: California Courts Holds That the Former Cannot Do the Latter, Sep. 9, 2020 How to Seek Paycheck Protection Program Loan Forgiveness, Aug. 19, 2020 The Paycheck Protection Program: Where We Stand, June 18, 2020