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.
A transactional lawyer working closely with business clients, Noel Humphreys actively participates in the ins and outs of business organizations. He focuses his practice on business transactions, lending transactions, organizational governance and intellectual property. Noel has participated in hundreds of business combinations — mergers, assets acquisitions, joint ventures, strategic alliances, sourcing relationships and stock purchases — as well as settlements of disputes within family-owned businesses.
Operating agreements for limited liability companies and partnership agreements are also an important aspect of Noel’s practice, as entities often face movement among their members or partners. With businesses expanding globally, Noel also helps structure U.S.-based subsidiaries and joint ventures with European, Chinese and South American parents and partners.
In addition, Noel represents employers and employees in employment contracts and consulting and services arrangements. He has also represented lenders and borrowers of all sizes in loan transactions and recently represented a leading U.S. bank in lending transactions with middle market companies.
In the area of intellectual property, Noel has played a leading role in more than 75 transactions in rights in intangible property, such as software, databases, trademarks, copyrights and contract rights. He has a particular interest in privacy issues and protection of data and in licensing data, software, trademarks and trade secrets. He represents licensors and licensees of intellectual property rights and data. Many such transactions (such as joint ventures, strategic alliances or stock/asset purchases) involve leveraging the value of patents, trademarks, copyrights and trade secrets.
Some interesting nuggets for those who have experience drafting LLC Operating Agreements. Much was good introduction for those who lack such experience.
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