Business Counseling and Transactional

Keller and Heckman's Business Counseling and Transactional Practice is committed to providing our clients with practical, cost-effective advice designed to add value to our clients' businesses. We provide a team approach using an array of business attorneys from various practice groups equipped to handle all aspects of our clients' corporate, organizational, financial and transactional needs. Our multi-practice approach allows us to serve our clients' general, as well as specific, business and legal requirements, ranging from business and strategic planning, formation, operation, expansion/acquisition, service arrangement and exit strategy issues, to corporate divestitures and business transactions. Whether our clients require assistance with a complex asset purchase agreement, or creative advice on finding alternative uses for unproductive assets, we are prepared to respond with innovative solutions driven by the energy and speed that changes in the business arena require. Our experience includes advertising and labeling, antitrust, biotechnology, privacy and internet, employment and labor, environmental law, food and drug, intellectual property, litigation and other dispute resolution, occupational safety and health, telecommunications, trade and professional associations, and transportation.

Business Counseling

Keller and Heckman works with clients to convert their business ideas into practical realities. Whether assisting our clients in selecting the right business entity to form, planning and structuring their business entity, creating a business plan to seek funding for a start-up venture, acquisition or merger, or assisting them in restructuring parent and subsidiary ownership structures, we give practical business and legal advice for all phases of a business entity's life cycle.


Keller and Heckman is experienced in handling a wide array of transactions. Our attorneys generally assist clients from the earliest stages of their transactions by evaluating and developing various strategies for achieving their business objectives and structuring the business deals that follow. We handle all aspects of the transaction process from the initial discussions, letters of intent and deal financing, to negotiating the agreement, performing due diligence and closing the deal. Keller and Heckman's Business Counseling and Transactional team has assisted clients with numerous transactions, including complex corporate restructuring transactions, asset purchase and sale agreements, developing and interpreting enterprise services agreements, negotiating and structuring joint ventures, preparing master agreements, lease agreements, mezzanine financing agreements, licensing agreements, and marketing agreements across a broad spectrum of industries.

Representative Business Counseling Matters

  • Business Evaluation; Market Identification. We assist clients in determining business equity and entity value, as well as identifying likely suitors for acquisition of the business or its assets, evaluating whether a company should consider an acquisition or a merger, and identifying alternative strategies to sustain and grow owner assets.
  • Capitalization. Our firm counsels clients on methods for diversifying and/or increasing the capital available to a company's existing business or for new and other activities, and to owners to ensure the liquidity of ownership interests via increasing the amount of company debt and/or modifying the current equity base.
  • Governing Body; Owner Issues. We advise clients on compensation issues and draft compensation agreements for partners, shareholders, members, directors, officers or key management, as well as advise on matters of required notice, minutes, etc. of meetings.
  • New Business; Start-Up. Our team counsels clients on the numerous complex issues surrounding the creation of new business entities, including structuring and creating the entity, providing capital for the entity and beginning business operations, with a view to ongoing business issues and exit strategies.
  • Taxation; Nonprofit Tax-Exempt Recognition. Keller and Heckman advises clients on structuring transactions to meet tax objectives, the requisite steps in creating various non-profit entities, and seeking federal recognition of tax-exempt status.

Representative Transactional Matters

  • Asset or Stock Purchase. We assist clients in negotiating and carrying out asset or stock purchases, conduct due diligence examinations for clients, and draft a wide variety of transaction-related documents and closing opinion letters.
  • Convention; Trade Shows. We prepare management and service agreements, including exhibition and trade show agreements, hotel contracts, convention center contracts, and agreements with exhibitors, performing artists and speakers.
  • Dissolution and Liquidation. Keller and Heckman advises clients on and implements liquidation and dissolution of a business entity when it is no longer needed.
  • eCommerce; Internet; Privacy. We negotiate, draft and advise our clients on software, multimedia, trademark, licensing, marketing, terms of service, and privacy rules, as well as other intellectual property agreements.
  • Financing. Keller and Heckman negotiates bank, venture capital and vendor financing on behalf of clients, prepares disclosure documents and provides legal opinions to underwriters and banks.
  • Mergers and Acquisitions. Keller and Heckman assists clients with mergers, acquisitions, divestitures, leveraged buyouts, spin-offs, recapitalizations and other corporate restructurings, issuer and third-party tender or exchange offers, and joint ventures.
  • Operational Matters. We negotiate and draft a wide range of agreements related to the daily business of our clients, such as: customer-specific telecommunications service arrangements, master service agreements, leases, contracts for goods and services, employment, consulting and severance agreements, confidentiality and non-disclosure agreements, Requests For Proposal, and license and sponsorship agreements in all fields of business.
  • Ownership Preservation. We counsel business owners on how to address conflicting or divergent interests to ensure liquidity for company equity, to preserve owner relations, and to provide for the orderly transition of control for the business and its owners.
  • Ownership Preservation. We counsel business owners on how to address conflicting or divergent interests to ensure liquidity for company equity, to preserve owner relations, and to provide for the orderly transition of control for the business and its owners.
  • Telecommunications; Technology. Keller and Heckman works with a variety of clients in the telecommunications and technologies industries. We have negotiated, drafted and completed various agreements for these clients, including equipment purchase, fiber acquisition and indefeasible rights of use, network management and monitoring, interconnection, spectrum allocation, service and master service and use, antenna site leasing, collocation, meet point billing, and collection and revenue distribution service agreements.
  • Transportation. We represent shippers individually or as a consortium in negotiating, structuring and implementing rail, motor carrier or maritime transportation service agreements. We assist common and private carriers in negotiating, developing and/or implementing motor carrier service agreements for freight transportation and also for household goods movements for employees.

Please contact for more information.

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