Practical counsel for business
Practical guidance for businesses, non-profits & trade associations
When you need counsel that moves your business forward — not legal friction that holds it back — RC Kelly Law Associates delivers clear, actionable advice grounded in decades of real-world experience.
- 100%
- of survey respondents would recommend us
- 95%
- were “very satisfied” with our responsiveness
of survey respondents were “very satisfied” with their interaction with our team.
Counsel built around how your business actually runs
RC Kelly Law Associates provides legal services, consultation and education to businesses large and small. Clients with operations nationwide rely on us for contract negotiation and administration, human-resource management, enterprise risk, commercial recoveries and a full range of business counsel services.
Practice areas
Focused on the legal and operational challenges that growing organizations face most.
Business Buy / Sell
We guide owners through due diligence, document exchange and negotiations, working alongside your advisors to protect what you’ve built while keeping the deal moving.
Learn moreExit Planning
Exiting is about protecting what you’ve built. We create actionable plans to maximize value and prepare for a successful transition — sale, internal transfer or family succession.
Learn moreBusiness Law
From contract negotiation to regulatory compliance, we help corporate clients with nearly every aspect of operating a business — practical guidance that supports your goals, not obstructs them.
Learn moreHuman Resources Consulting
Real-time advice when employment issues arise. We review internal processes and develop defensible handbooks, policies and job descriptions so you stay out of court.
Learn moreNon-Profit Consulting
We support non-profits with legal compliance, matter management and board effectiveness — a proven track record guiding boards through complex governance issues.
Learn moreWorkplace Training
Custom curricula that train managers and supervisors on legal compliance, HR best practices and management techniques — scaled to your team and schedule.
Learn moreMap your deal, stage by stage
Buying or selling, every transaction moves through the same five stages. See what happens at each — and exactly where we step in.
Selling a business
Prepare
Get the business deal-ready before a buyer ever looks. Clean records and clear contracts protect your price.
How we help
- Corporate housekeeping & minute-book review
- Contract assignability & change-of-control audit
- Coordinate with your CPA, broker and exit advisor
Documents in play
- Operating / shareholder agreements
- Key customer & vendor contracts
- Leases
- Employee agreements
Market & LOI
Buyers sign an NDA, review your information, and the right one makes an offer in a letter of intent.
How we help
- NDAs that protect confidential information
- LOI review — price, structure, exclusivity
- Asset vs. stock sale implications, in plain English
Documents in play
- NDA
- Letter of intent / term sheet
- Confidential information memo
Due diligence
The buyer examines everything. Speed and organization here keep the deal — and the price — intact.
How we help
- Build and manage the data room
- Prepare disclosure schedules
- Answer legal requests before they stall the deal
Documents in play
- Data room index
- Disclosure schedules
- Permits & licenses
Negotiate & document
The purchase agreement sets what you’re promising and what you’re on the hook for after closing.
How we help
- Draft and negotiate the purchase agreement
- Limit post-closing exposure and indemnity
- Consulting, employment & non-compete terms
Documents in play
- Purchase agreement
- Bill of sale
- Non-compete
- Transition services agreement
Close & transition
Funds move, ownership transfers, and your post-closing obligations begin.
How we help
- Run the closing checklist
- Secure third-party consents
- Track earn-outs and post-closing adjustments
Documents in play
- Closing checklist
- Consents & assignments
- Escrow agreement
Buying a business
Define the target
Know what you’re buying, how you’ll own it, and how it will be financed.
How we help
- Form the acquisition entity
- Coordinate with your lender and CPA
- Flag licensing and regulatory needs early
Documents in play
- Formation documents
- Financing term sheet
- Acquisition criteria
Evaluate & LOI
Sign an NDA, review the opportunity, and make an offer that keeps your options open.
How we help
- Review the seller’s NDA
- LOI with exclusivity, financing & diligence contingencies
- Asset vs. stock purchase trade-offs
Documents in play
- NDA
- Letter of intent
- Seller information package
Due diligence
Find what the numbers don’t show — liabilities, litigation, employment and contract risk.
How we help
- Tailored legal diligence request list
- Identify red flags and deal-breakers
- Findings summarized in plain English
Documents in play
- Diligence request list
- Material contracts
- Litigation & claims history
Negotiate & document
Turn what diligence found into protection: reps, warranties, indemnity and holdbacks.
How we help
- Negotiate reps, warranties & indemnity
- Escrow or holdback for known risks
- Seller non-compete and transition support
Documents in play
- Purchase agreement
- Escrow agreement
- Seller non-compete
Close & integrate
Take ownership cleanly — then bring employees, contracts and policies under one roof.
How we help
- Closing deliverables and assignments
- Employee transition and onboarding
- Updated handbook and policies
Documents in play
- Assignment agreements
- Offer letters
- Employee handbook
Your path forward
Whether you’re actively planning a transition or simply want clarity around your options, we help you take the next right step, with intention and strategy. If you’re ready to explore what the future of your business could look like, we’d love to help you define the path forward.
Know exactly what to gather before we meet
Answer a few questions about your matter and we’ll build a personalized checklist of the documents worth bringing — contracts, correspondence, records and more — so your first meeting moves faster and costs less.
- Signed contracts & agreements
- Relevant email & correspondence
- Financial & employment records
- Governing & organizational documents
What our clients say
An innovative firm at every stage of your business
RC Kelly Law Associates is an innovative law firm, working with clients in all stages of business development. We are committed to finding practical solutions for our clients, so they can stay focused on their core business. We work to anticipate our clients’ business and industry challenges and provide proactive solutions.