Washington and Lee University School of Law, J.D., Cum Laude, 2000
University of Virginia, B.A., 1994
Bar & Court Admissions
- Virginia, 2012
- U.S. District Court for the District of Delaware, 2001
- Delaware, 2000
Kathleen Kelley is a shareholder at Bean, Kinney & Korman focusing her practice on corporate and transactional law. Her client base encompasses local business, nonprofits, government contractors, and Fortune 500 companies, and she is valued by them for her pragmatism and responsiveness and known for breadth of knowledge and collaborative mindset.
Having started her career in Delaware, Kathleen provides complex corporate and LLC services to clients throughout the region during all phases of their business lifecycle, including:
- Business formations and organizations
- Shareholder and LLC Operating Agreements
- Issuance and sale of equity ownership to investors
- Issuance of phantom ownership, stock options and other equity-based compensation to employees
- Joint ventures, including those within the government’s small business contracting space
- Mergers & Acquisitions
- Owner exits and disputes
- Regulatory and compliance matters
Kathleen presents regularly on government contracting matters, including issues relating to the ownership and management of Women Owned Small Businesses, 8(a) Participants and Service-Disabled Veteran-Owned Small Businesses, joint ventures, and the negotiation of Teaming Agreements and Sub-Contracts. Kathleen is also in high demand to speak and write about corporate governance issues, including management deadlocks, the limitation of liability, and “business divorces.”
In addition to her law practice, Kathleen serves on the board of several non-profit organizations including the Falls Church City Band Boosters.
Best Lawyers in America, Business Organizations (including LLCs and Partnerships) and Corporate Law, 2021
Washington, D.C. Super Lawyers in Business/Corporate, 2020
Virginia Super Lawyers in Business/Corporate, 2020
Arlington Magazine, Top Attorney - Business/Corporate, Government Contracts, 2019
Virginia Business, Legal Elite in Business Law, 2015, 2017, 2020, Legal Elite in Corporate Counsel, 2019
Washington SmartCEO CPA & ESQ, Awards Finalist, 2015
AV Rated by Martindale-Hubbell
- Represented Seller in $65 million ESOP transaction of government contractor, cash with Seller financing.
- Represented Purchaser in $5 million Stock Purchase transaction of software services company, cash payout with SBA loan.
- Represented Seller in $30 million Stock Purchase transaction in HVAC services, cash with equity roll-over.
- Represented Seller in $25 million Stock Purchase transaction in software services for government entity, cash with equity roll-over.
- Represented Selling Shareholder in $10 million Redemption Transaction. Seller sold majority ownership stake in exchange for cash, promissory note, and certain contracts to form new entity, while retaining minority ownership in corporation.
- Represented Seller of $2 million government contractor in Membership Interest Sale transaction, cash, with earnout based on contract performance.
- Worked with numerous dental and accounting practices where we represented Sellers in Asset Sales, purchase price ranges from $500 thousand to $2.5 million.
- Represented combinations of nonprofit entities through Asset Acquisitions and Mergers.
- September 17, 2019
- Virginia State Bar, Trusts and Estates Newsletter, Winter 2015
- Significant Amendments to Delaware General Corporation Law EnactedAugust 5, 2013
- Estate Planning Tax SeriesOnline, April 20, 2021
- Deadlock-Breaking Mechanisms in Real Estate LLCs: Avoiding Litigation When Members and Managers Fail to AgreeWebinar, February 27, 2020
- Deadlock-Breaking Mechanisms in LLCs: Avoiding Litigation and Dissolution When Members and Managers Fail to AgreeWebinar, January 16, 2020
- Choose the Best Entity for Your PurposesTeleconference, December 19, 2019
- SponsorTower Club, Tysons Corner, VA, May 16, 2019
- Inova Center for Personalized Health, Fairfax, VA, May 7, 2019
- McLean, VA, May 2, 2019
- Deadlock-Breaking Mechanisms in LLCs: Avoiding Litigation and Dissolution When Members and Managers Fail to AgreeStrafford Live CLE Webinar, August 14, 2018
- Becoming WOSB CertifiedCommunity Business Partnership | 6564 Loisdale Ct., Ste. 600 Springfield VA 22150, May 14, 2018 | August 13, 2018 | December 17, 2018
- Deadlock Breaking Mechanisms in Real Estate LLCsStrafford Live CLE Webinars, February 22, 2018
- Blueprint of a Deal: M&A 101Virginia State Bar - Construction Public Law Section, November 3, 2017
- Business Contracts: Top 10 Most Costly Mistakes, Preliminary Contract ConsiderationsNBI, October 17, 2017
- Contract Boilerplate: Transactional vs. LitigatorFairfax Bar Association, March 30, 2015
- Shareholder and Member Rights: Drafting, Disputes & DilemmasFairfax Bar Association, March 13, 2014
- The Current State of Fiduciary Duties in Delaware: Corporations and LLCsHolland & Knight, October 21, 2013
- February 26, 2021
- Thirteen Attorneys from Bean, Kinney & Korman Listed in 2021 Best Lawyers in America and Three Attorneys Listed in Best Lawyers: Ones to WatchAugust 20, 2020
- May 7, 2020
- October 18, 2019
- Kathleen Kelley quoted in "Private Players" - discussing federal nonprofit status for Virginia nonstock corporationsStyle Weekly, April 9, 2019
- Business Insights, July 20, 2020
- Business Insights, April 16, 2020
- Business Insights, October 29, 2019
- Business Insights, September 18, 2019
Professional & Community Affiliations
Tysons Regional Chamber of Commerce (Board Member, 2017 - present)
SECAF (Programs Committee, 2015 - present)
Association for Corporate Growth
Fairfax Bar Association (Chair 2015 - 2016, Business Law Section)
Delaware State Bar Association
CoroAllegro (Past-President, Board Member)
American Bar Association