Drafting operating agreements encompasses every aspect of entity organization. A drafter must consider — and assist the client in considering — at least 13 different aspects of organizational relationships to generate a strong and lasting operating agreement for a vibrant entity. Every deal is different. On the one hand, fostering change depends on specific imaginative and ambitious individuals. On the other hand, new patterns collide with human nature and long-standing organizational habits and norms. Where to strike that balance and how to express that balance in a way that anyone can understand define a lawyer’s creative task. Through the lens of the principle of freedom of contract, attorney Noel D. Humphreys of Connell Foley LLP highlights vulnerabilities to address to make a modern operating agreement enforceable and useful under New Jersey law.
Some interesting nuggets for those who have experience drafting LLC Operating Agreements. Much was good introduction for those who lack such experience.