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.

Learning Objectives:

1. Discuss the flexibility available in organizing an LLC under New Jersey law
2. Evaluate the interests of stakeholders in an LLC operating agreement
3. Consider the practical implications and impacts of recent decisions on agreement-drafting
4. Identify trends in implementation of the Revised Uniform Limited Liability Company Act (RULLCA), which began to apply to all New Jersey limited liability companies in 2014