LLC Operating Agreements: From Formation to Dispute Resolution

Frank Ciatto, Partner | Venable LLP

Frank Ciatto is a Co-Chair of Venable LLP’s Corporate Practice Group, based in the firm’s Washington, D.C. and New York offices. Frank is a business attorney who assists entrepreneurs with existing and new business ventures, focusing on corporate and partnership structuring, mergers and acquisitions, limited liability companies, private equity investments, tax and accounting issues, business divorces, and succession planning. He drafts and negotiates key business documents and serves as corporate counsel to entrepreneurs and individual investors across a wide range of industries.

• Education & Credentials

Frank earned his J.D. from Georgetown University Law Center and his B.A., cum laude, from Georgetown University. He is admitted to practice in the District of Columbia and New York. Frank is also a Certified Public Accountant, formerly with Coopers & Lybrand (now PricewaterhouseCoopers) in New York.

• Recognition & Leadership

Frank has been recognized in The Legal 500 for M&A/Corporate (2023–2025) and received the Georgetown University John Carroll Award for distinguished alumni service (2025).

• Professional Involvement

Frank is a member of the Mergers & Acquisitions Subcommittee of the American Bar Association’s Corporations Section and has spoken at Negotiating and Drafting LLC Agreements in the District of Columbia (2025). He currently serves as President of the Georgetown University Alumni Association.

• Experience

Frank served as the firm’s corporate counsel in its recent combination with the Fitzpatrick Cella law firm. His representative matters include the sale of Beacon Global Strategies, LLC to ICV Partners, the sale of Praxis Engineering Technologies to General Dynamics Information Technology, and the sale of Telmate, LLC to Global Tel*Link Corporation.

Stephanie Molyneaux, Counsel | Venable LLP

Stephanie Molyneaux is Counsel at Venable LLP in the firm’s Washington, D.C. office, where she advises clients in a wide variety of transactional matters, including mergers and acquisitions, corporate governance, and commercial contracts. Stephanie also counsels on reorganizations, restructurings, transactional disputes, and related business planning matters. She has vast experience drafting and negotiating complex limited liability company agreements, partnership agreements, stockholders’ agreements, buy-sell agreements, executive employment agreements, and other contractual arrangements.

• Education & Credentials

Stephanie earned her J.D., magna cum laude, from the University of Richmond School of Law, where she served as Annual Survey Editor of the University of Richmond Law Review. She holds a B.A. in Economics with distinction from the American University of Beirut. She is admitted to the Bars of the District of Columbia and Virginia.

• Recognition & Leadership

Stephanie was promoted to Counsel at Venable in 2025.

• Professional Involvement

Stephanie has spoken at Negotiating and Drafting LLC Agreements in the District of Columbia (2022, 2023, 2025). She has prior work experience in the office of corporate counsel at Bechtel Corporation and at the Administrative Conference of the United States.

• Experience

Stephanie’s representative matters include representing Metron, Incorporated in the sale of its ORCA division to Systems Planning & Analysis, representing the seller in a sale and joint venture transaction involving more than $1 billion of intellectual property rights, and representing French aerospace provider Daher in its acquisition of Quest Aircraft Company.

David Feinberg, Partner | Venable LLP

Dave Feinberg is a Partner at Venable LLP in the firm’s Washington, D.C. office. He is a trial attorney and litigator who handles a wide array of disputes, including environmental, commercial, construction, real estate, landlord/tenant, consumer protection, and insurance litigation. Dave also specializes in trials and litigation concerning high-stakes challenges to proposed projects, including critical energy infrastructure, and has extensive experience litigating against agencies such as the Federal Trade Commission and the Consumer Financial Protection Bureau. He has defended some of the United States’ largest companies against government investigations and litigation alleging environmental harm, consumer harm, or cybersecurity deficiencies, and oversees internal investigations.

• Education & Credentials

Dave earned his J.D. from the University of Virginia School of Law, where he was a Dillard Fellow. He also holds an M.T.S. from Emory University and an A.B. from Bowdoin College. He is admitted to the Bars of the District of Columbia, Maryland, and Massachusetts, and to the U.S. Supreme Court and multiple federal courts.

• Recognition & Leadership

Dave has been named a Super Lawyers Rising Star in Business Litigation (2014–2017) and received Venable’s Benjamin R. Civiletti Pro Bono Lawyer of the Year Award (2011). He previously served as a law clerk to the Honorable Benson E. Legg of the U.S. District Court for the District of Maryland.

• Professional Involvement

Dave is active in Venable’s recruiting efforts, previously supervised the firm’s summer associate program, and maintains an active pro bono practice.

• Experience

Dave serves as lead trial counsel in the defense of one of North America’s largest oil pipeline companies against a federal lawsuit seeking removal of a critical oil pipeline and approximately $3 billion in damages. He represented parties in some of this era’s highest-profile environmental litigation, including the Deepwater Horizon-related cases, and won outright dismissal of all claims on behalf of a Fortune-listed client facing federal enforcement action by the CFPB.

Theodore Randles, Partner | Venable LLP

Ted Randles is a Partner at Venable LLP in the firm’s Washington, D.C. office and a commercial trial lawyer for veterans and their businesses. Ted draws on his background as a U.S. Air Force intelligence officer to provide veteran-owned and -operated businesses with no-nonsense strategic advice and aggressive representation. He draws on a vast range of experience representing both plaintiffs and defendants, from case initiation to trial and appeal in federal and state courts, with subject-matter knowledge spanning business and partnership disputes, contract disputes, insurance disputes, tort claims, oil and gas litigation, antitrust claims, and complex bankruptcies.

• Education & Credentials

Ted earned his J.D., magna cum laude, from the University of Florida Levin College of Law, where he was elected to the Order of the Coif. He also holds an M.A. in Philosophy from the University of Florida and a B.S. in History from the U.S. Air Force Academy. He is admitted to the Bars of the District of Columbia, Florida, and Georgia.

• Recognition & Leadership

Ted has been named a Super Lawyers Rising Star in Washington, D.C. (2020–2023) and listed in The Best Lawyers in America: Ones to Watch (2021–2025). He previously served as a law clerk to the Honorable Robert L. Hinkle of the U.S. District Court for the Northern District of Florida.

• Professional Involvement

Ted maintains an active pro bono practice representing local nonprofit housing organizations and artists facing foreclosure. Earlier in his career, he served as a Trial Attorney in the Civil Division of the U.S. Department of Justice through the Attorney General’s Honors Program.

• Experience

Ted’s representative matters include successfully defending against three class action lawsuits alleging violation of Florida’s wiretap statute, defending pharmaceutical companies in In re Generic Pharmaceuticals Pricing Antitrust Litigation, and second-chairing a 10-day remote bench trial that resulted in a $19.45 million damages award in BET Acquisition Corp. v. District of Columbia. He has particular experience in the courts of Washington, D.C., Florida, and Georgia.

SESSION 1 – Governance and Drafting Considerations | 1:00pm – 2:00pm

Focus on the design and negotiation of LLC operating agreements through a governance-focused lens, including formation and structural planning, tax-driven governance, manager-managed versus member-managed structures, fiduciary duties and contractual modifications, voting thresholds, deadlock provisions, transfer restrictions, buy-sell arrangements, and exit rights.

BREAK | 2:00pm – 2:10pm

SESSION 2 – Enforcement and Dispute Resolution | 2:10pm – 3:10pm

Examine how LLC operating agreements are interpreted, enforced, and challenged in litigation, including judicial interpretation, governance disputes, breach of fiduciary duty claims, books-and-records demands, enforcement of transfer restrictions, dissolution and other statutory remedies, and drafting insights informed by recent enforcement outcomes.