Ohio’s New Limited Liability Company Act
Thursday, March 11th, 2021 4:00 PM - 5:00 PM
The Center for Business Law
event is free to attend virtually
Webcast Archive Content
Glenn Morrical and Ludgy LaRochelle will discuss the entirely new Limited Liability Company Act that will take effect in Ohio on January 1, 2022. The new act is not a revision of the existing law but is a complete replacement beginning from the ABA prototype. The new act eliminates many concepts that currently exist in Ohio’s current act, such as the distinction between member-managed and manager-managed LLCs, and provides even further freedom to the parties to structure their terms by agreement, with fewer standards mandated by statute. The new act also affords new opportunities to practitioners and business-owners alike, some of which can only be accomplished with language in an operating agreement that would have been ineffective under the current act. One such opportunity is to create series within an LLC so that only the assets of a specific series can be reached by a creditor or claimant of that series. The new act will also override some provisions that in the past allowed a creditor to take a security interest in a member’s interest even if the operating agreement prohibited it. Mr. Morrical and Mr. LaRochelle will provide an overview of many aspects of the new act that practitioners should be aware of so that they can properly advise their clients about the structure of their LLCs.
* Due to unexpected circumstances, Ludgy LaRochelle will be presenting rather than Dan Schiau.
Glenn Morrical is a partner in the Corporate and Securities Practice Group of the Cleveland office of Tucker Ellis LLP. Over a career spanning more than 40 years he has served clients in a wide range of industries, as diverse as financial services, investment management, manufacturing, retail, mining, oil and gas, and software development. He has helped clients form and operate entities ranging from single member LLCs to hedge funds and other investment funds with complex management and income sharing provisions. He has assisted borrowers needing to form “bankruptcy remote special purpose entities” to satisfy lenders who sell into the securitization markets. He has served on the Corporation Law Committee of the Ohio State Bar Association since the 1980s and has a hand in shaping many of Ohio’s business entity statutes. Mr. Morrical holds a B.A. from The Ohio State University, an M.B.A. from Cleveland State University, and a J.D. from Harvard Law School.
Ludgy LaRochelle is a counsel in the Corporate and Securities Practice Group of the Cleveland office of Tucker Ellis LLP. Ludgy counsels businesses of all structures and sizes through various phases of the business life cycle: from initial formation, operations and restructuring through maturity and succession planning. He provides tailor-made solutions to clients in the areas of mergers & acquisitions, capital markets, corporate governance, regulatory compliance and general commercial transactions. Ludgy was tapped to lead Tucker Ellis’s Opportunity Zone Initiative, and currently heads its CARES Act Task Force. Ludgy also co-leads the CMBA’s Dismantling Systemic & Negotiated Racism R.E.A.L. Workgroup. Ludgy holds a B.S. from the University of Michigan, a J.D. from University of Dayton School of Law and an M.B.A. from Cleveland State University.
Dan Schiau is an associate in the Corporate and Securities Practice Group of the Cleveland office of Tucker Ellis LLP. Dan’s practice spans a broad range of business areas, including mergers & acquisitions, corporate governance, private equity, securities and capital markets, real estate, and real estate & commercial finance. Dan has significant experience in advising family-owned businesses in all stages of their life cycle and from a variety of angles, from formation, to raising capital, to acquiring or divesting business divisions, to liquidation and winding up. Dan also devotes his time to practicing in the employee ownership space, where he has represented both ESOP trustees and worker-owned cooperatives in their organization, purchase, and sale of businesses of all sizes. Dan has also assisted Glenn Morrical in legislative drafting through the Corporation Law Committee of the Ohio State Bar Association. Mr. Schiau holds a B.S. in Economics from Clemson University and a J.D. from Case Western Reserve University School of Law.
Glenn Morrical, partner, Corporate and Securities Practice Group of the Cleveland office of Tucker Ellis LLP.
Ludgy LaRochelle, counsel, Corporate and Securities Practice Group of the Cleveland office of Tucker Ellis LLP.
Dan Schiau, associate, Corporate and Securities Practice Group of the Cleveland office of Tucker Ellis LLP.