Corporate Law & Business Transactions

We are trusted legal advisors to small and mid-sized businesses throughout Kentucky, providing strategic advice from initial planning, entity selection, and corporate formation through formal exit. We help startups and their owners select the most appropriate and advantageous entity for their operations and goals. We support established businesses as “outside general counsel” to manage the myriad risks working with clients, customers, suppliers, vendors, and other business partners. And we help owners of closely-held businesses of all sizes navigate their eventual exit through proper exit planning, including mergers and acquisitions, management and employee buyouts, and family succession.

Entity Selection and Formation

Startups and their entrepreneurial owners have enough to worry about—sales, business development, marketing, IT, cybersecurity, finances, accounting, you name it. At Lockaby PLLC, we make the business planning and entity selection and formation process as easy and painless as possible.

We advise business owners on the different types of corporate entities, such as limited liability companies, partnerships, limited partnerships, and corporations, and help them select the organizational form that best aligns with their goals and the myriad management, operational, tax, and liability issues. We help business owners form the entities, including all applicable tax accounts, and prepare the foundational governing documents, such as operating agreements, partnership agreements, and shareholder agreements.

We also help business owners navigate the tricky ownership and management issues, including member and shareholder rights, voting rights, mandatory distributions, and transfer restrictions, among others.

Outsourced General Counsel & Contracts

An experienced and business-savvy General Counsel provides a business with a competitive advantage. Most small and midsized businesses, however, cannot afford the compensation the market commands for an experienced General Counsel. Enter Lockaby PLLC, as we offer a modern and creative solution to this conundrum by providing outsourced, or fractional, General Counsel services. Our comprehensive expertise allows us to provide both practical and creative solutions to the myriad legal issues confronting any corporation, from day-to-day contract drafting and negotiation issues with customers, vendors, and suppliers, to corporate governance matters and relations with boards of directors and other key stakeholders.



Mergers & Acquisitions

At Lockaby PLLC, our work in the complex area of mergers and acquisitions is unrivaled among firms of our size. We are called upon by buyers and sellers as Labor & Employment counsel to manage the complex labor, employment, and HR issues involved in M&A transactions, working in conjunction with corporate counsel and the entire deal team to mitigate employment-related risks, achieve the desired transaction goals, and ensure a seamless post-merger integration.



Our M&A experience also encompasses our representation of buyers and sellers, as corporate or deal counsel, in mergers, acquisitions (including stock purchase and asset purchase transactions), and other restructuring transactions, such as combinations, divestitures, and carve-outs. We work with clients at every step of the M&A process, including pre-LOI deal planning, due diligence, definitive agreement negotiations, and post-close support.

In every M&A transaction, regardless of its size or dollar value, experienced and sophisticated legal counsel can help buyers and sellers navigate a variety of complex issues, including deal structure, valuation gaps, financing (such as seller financing and debt, equity, and/or mezzanine financing), indemnification issues (through negotiation of “caps” and “baskets”), representations and warranties issues and insurance coverage, working capital determinations and adjustments, purchase price adjustments, and regulatory approvals.

All of these issues must be addressed and resolved in a timely manner, usually on expedited timelines, because “time kills all deals.” At Lockaby PLLC, we have the necessary experience – as Labor & Employment counsel and as deal counsel – to ensure all of these issues are addressed proactively in a timely manner that ensures each deal proceeds as smoothly and efficiently as possible.

In any M&A transaction, buyers and sellers need the support and assistance of an integrated team of professionals to help them accomplish the desired transaction goals. At Lockaby PLLC, our attorneys maintain close working relationships with business brokers, M&A advisors, investment bankers, tax advisors, financial advisors, and estate planning attorneys to ensure that our clients receive holistic advice and counsel on every aspect of these important transactions.