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Kathleen Kelley practices general corporate and LLC law with a particular emphasis on formations, equity plans, mergers & acquisitions, joint ventures, and owner exits.  She also advises clients in a wide variety of transactional matters including fiduciary duty issues, government-wide small business contracting programs, LLC management, general contract matters, securities laws and other relevant business laws.

Ms. Kelley has significant experience forming, organizing and managing all types of Delaware, Virginia, Maryland and DC entities, including corporations, limited liability companies, limited partnerships, general partnerships and statutory trusts.  She has provided legal opinions on matters of Delaware and Virginia law, including Articles 8 and 9 of the Uniform Commercial Code. Kathleen has also served as an expert witness in LLC matters.

Ms. Kelley has represented many clients in ownership dispute matters, both prior to a dispute–in the preparation of shareholder agreements & operating agreements which contain binding buy-sell provisions–and following a dispute, in negotiating an owner’s exit. Ms. Kelley believes in a collaborative process to facilitate exits and maintain the Company as a going concern, but also works closely with Protorae’s Business Breakups practice group.

Ms. Kelley has worked with a diverse group of clients ranging from Fortune 500 companies to local businesses, as well as nonprofit organizations, in a variety of industries, including the arts, technology, healthcare, insurance, finance, real estate, energy, manufacturing, automobile, transportation, retail and services, and cross-border transactions involving Canada, China, England, and India.

Ms. Kelley is a member of the Virginia State Bar and the Delaware Bar Association and is licensed to appear before all courts in Virginia and Delaware.  She is also a member of the American Bar Association and the Fairfax Bar Association, serving as past chair of the Business Law section.  Ms. Kelley is an active lecturer on small business governance issues (including WOSBs and SDVOSBs), exit planning, and fiduciary duties and recently spoke on panels for the Small Emerging Contractors Advisory Forum (SECAF) and The Exit Planning Institute.

Before joining Protorae Law, Ms. Kelley practiced law at Holland & Knight and in the State of Delaware at Richards, Layton & Finger. Ms. Kelley received her Juris Doctorate, cum laude, from Washington & Lee University School of Law, and received her Bachelor’s degree from the University of Virginia in History and Middle East Studies.

Ms. Kelley lives in Falls Church with her husband and two sons.

Representative Matters

  • Advised Virginia corporation on employee incentive plans including stock options, restricted stock, phantom stock and stock appreciation rights
  • Represented Service-Disabled Veteran-Owned Small Business in negotiation and formation of joint venture under the federal government’s Mentor-Protégé program
  • Assisted small government contractor in the sale of a business unit including the associated contract novation
  • Represented entrepreneur in sale of business to private equity company, with payout to Seller through stock and employment contract
  • Completed corporate restructuring of family-owned business to maintain compliance with Washington Metropolitan Area Transit Commission
  • Negotiated exit of 50% business owner, including extensive earn-out provisions

Honors and Awards

  • 2017 AV Preeminent Peer Rated, Martindale-Hubbell®
  • 2015 Virginia Legal Elite – Business Law, Virginia Business
  • 2015 Washington SmartCEO CPA & ESQ Awards Finalist

LEGAL DISCLAIMER: THE RESULTS OF ALL CLIENT MATTERS DEPEND ON A VARIETY OF FACTORS UNIQUE TO EACH MATTER. PAST SUCCESSES DO NOT PREDICT OR GUARANTEE FUTURE SUCCESSES.