Business & Corporate

Lawyers at Jones & Keller have extensive experience representing business entities and helping clients with their business needs through all stages of the business lifecycle. We help clients realize their dreams by starting and financing a business, help rapidly growing businesses meet their many needs, advise on acquisitions, mergers, debt and equity financing, and assist business people with estate planning, transfer, dissolution and liquidation at the end of the business life.

our services include:

Business and Corporate

Business Formation and Choice of Entity

In addition to practicing law, lawyers at Jones & Keller have been accountants, presidents, CEO’s, directors and officers with a wide variety of business enterprises. Our business expertise combined with decades of providing legal service give us the perspective to help our clients organize new business entities, establish compensation plans to attract and retain executives, structure founder’s ownership and raise capital.

We advise our clients on choice and formation of a variety of business entities and tax alternatives, including corporations, limited liability companies, partnerships, limited partnerships and professional corporations. We draft and negotiate by-laws, stockholders’ and voting agreements, operating and contribution agreements, and help our clients establish boards, management committees and sub-committees.

Our securities practice group also advises our clients in the formation of hedge and mutual funds, registered broker-dealers and registered investment advisers.

New businesses also need a wide variety of contracts to manage their risk. We prepare and provide advice regarding customer contracts, vendor services, property leases, intellectual property licenses and employment and non-disclosure agreements.

Commercial Contracting

Jones & Keller lawyers assist our clients in all aspects of their commercial contract needs, including negotiations leading to contract formation, contract administration and contract dispute resolution.

Complex Commercial Transactions

Jones & Keller’s transaction lawyers help our clients to implement, close and manage a wide range of complex business transactions, including the formation of long-term strategic alliances or joint ventures, the sale or purchase of assets, co-marketing and joint development agreements, international licensing and distribution agreements, toll manufacturing agreements and international and domestic project financing, structured finance and asset securitization deals.

We assist our clients in conceiving, structuring, negotiating and implementing complex commercial business arrangements, and provide advice that allows our clients to understand and manage the risks of these complex transactions. Jones & Keller’s tax attorneys advise our clients on the tax implications of various arrangements and structuring transactions to ensure the most advantageous tax treatment. Our experience includes:

Establishment of the contractual relationship among the owner, engineer, and hundreds of contractors for a multibillion-dollar development project in remote central Asia.
Establishment of contractual relationships between juvenile product developer and its various manufacturers, licensees, distributors and vendors.
Establishment of operating agreements, ground leases, development agreements, construction agreements and subleases for a fixed based operation at a regional airport.
Representation of developer in the drafting and negotiation of purchase and sale agreements, debt and equity financings, operating agreements, construction contracts, leases, easement agreements and covenants for various mixed-use developments.
Representation of a company in a complex refinancing transaction involving the use of bank secured financing, the issuance of unsecured notes under a Trust Indenture, and the simultaneous acquisition of several businesses.
A natural gas project financing with bankers from several countries and collateral in two countries and many states.
Acquiring merchandising rights from a major motion picture studio for a book and movie character.
Negotiating joint ventures for the development and licensing to national customers of industry-specific software.
Completing consensual reorganizations of companies negotiated with and among major creditors.
Structuring, negotiating and closing commercial loans secured by the real property and personal property assets of dozens of retail businesses spread across multiple states.
Forming a limited liability company for a new solar energy enterprise, and assisting this enterprise in starting up its operations, including drafting the necessary staff employment agreements.
Structuring and implementing the redemption of multiple generations of S-corporation shareholders and the sale of 80% of a multimillion-dollar corporation to key employees employing the leveraging of debt to make such purchase affordable to purchasers.

Sales, Customer and Vendor Services

We assist our clients with development and negotiation of customer and vendor contracts, terms and conditions, purchase orders, standardized sales and services delivery contracts, and licensing agreements including international sales and licensing arrangements.

We provide our clients with legal and contract support necessary to reduce the risks of manufacturing, sales and distribution, domestic and international supply, and delivery of services. Our expertise includes consulting and services agreements, intellectual property licensing and protection, OEM and VAR agreements, outsourced manufacturing (tolling) agreements, warehouse services, freight forwarding and transportation agreements and distributorship agreements. We have expertise in many different industries and areas, including:

Equipment leasing
Complex construction projects
Procurement
Telecommunications construction and services
System integration and architecture
Information technology
Software application service providers
Sales of goods under the UCC
Electronic commerce and streaming media
Product manufacturing and outsourcing
Marketing and sales agreements
Distribution agreements
Consulting and independent contractor agreements

International Business Transactions

Project Finance

Jones & Keller lawyers have represented owners, investors and lenders in infrastructure project financings, including recourse and non-recourse development, construction and financing of mine development projects, oil and gas projects, power generation, telecommunications, chip manufacturing and natural gas transportation.

Asset Securitization

Jones & Keller represents issuers, underwriters, trustees, and servicers in public and private structured transactions, dealing with securities, bankruptcy, servicing and rating issues. We have been lead counsel on unique and innovative asset-backed securitizations, assisting our clients in capital formation through a variety of structures and assets.

Construction Contracting

Jones & Keller attorneys have represented owners, engineers, architects and suppliers in all aspects of construction projects world-wide, from developing bid and RFP documents through the post-construction claims and litigation processes.

Representative construction and development projects have taken place in Spain, Africa, Russia, Canada, Australia, Northern Europe, Northern Asia, South and Latin America and across the United States.
Our experience includes design, drafting, negotiation and implementation of agreements such as:

Onshore, offshore and coordination contracts for multinational and overseas construction projects
engineering, design and procurement contracts
construction management
RFP, RFQ, Instructions to Bidders and Letters of Award for procurement
Purchase Orders and Terms and Conditions for all procurement activities
Blanket Purchase Orders
Umbrella Purchase Orders
Construction Contracts: RFQ and RFP, Contract Signature Documents, Scope of Work, Commercial Terms (Lump Sum, Unit Price and Multi-pricing), General Terms and Conditions and negotiation and drafting of special terms and conditions
Professional services contracts
EPCM contracts
Ocean, rail, air and truck transportation and shipping contracts
Bonding, guarantees and letters of credit for all of the foregoing; including bid bonds, advance payment guarantees and bonds, performance guarantees and bonds, retention bonds and warranty bonds.

Jones & Keller has been owner’s counsel for the negotiation, development and implementation of supply and construction contracts for a multibillion-dollar mining and smelting facility in Asia, and a $500 million 3-unit, coal-fired 265 megawatt electricity generating plant in the same region. This project involved contractors and suppliers from around the globe, including General Electric, Siemens, ABB, Emerson, ITT, Komatsu, Motorola, NES and Outokumpu, with the largest concentration from China, Australia, Europe and Canada. We have particular experience with international engineering, procurement and construction management issues, and sorting out the competing positions of multiple contractors, subcontractors, design engineers and vendors in multibillion-dollar projects.

Employment and Labor

Jones & Keller has experience in most matters involving labor and employment workplace issues, pre-claims and claims. We represent employers in matters involving allegations of discrimination, harassment, retaliation, unpaid wages, wage misclassification, breach of employment contract, violations of restrictive covenants, unsafe work conditions, and violations of workplace policies. . We defendant clients on claims or charges filed by employees under Title VII, the ADA, the ADEA, CADA, the NLRA, ,and other laws governing the workplace.

Employee Benefits and Executive Compensation

Jones & Keller provides its clients with an integrated approach to the diverse employee benefits needs of its clients by combining expertise in traditional employee benefits and executive compensation with extensive experience in corporate tax planning, employment benefits litigation and insurance regulation and policy.

We assist our clients in all aspects of planning and implementation of incentive compensation programs, benefits plans, and tax qualified and non-qualified plans. We provide advice to employers on compensation and benefit plans for employees, as well as plans or arrangements for executives, directors and key personnel. We help our clients deal with increasingly complex benefits issues such as tax implications of deferred compensation (IRC §409A), “Golden Parachute” issues surrounding executive compensation in change-of-control transactions, design, amendment and termination of tax-qualified and non-qualified plans and incentive compensation plans for corporations and limited liability companies. We also assist start-ups and rapidly growing companies in designing compensation and stock incentive plans that help them recruit and retain key personnel and meet the demands of venture capitalists and mezzanine financiers.

We help boards of directors, compensation committees, management committees and outside accountants to craft executive compensation plans that meet the needs of executives, shareholders and outside directors. We also assist boards of directors in development of director compensation plans.

We help our clients to choose from a variety of compensation options, such as:

Incentive and performance compensation plans
Equity-based compensation programs
Phantom equity and profits-based compensation plans
Deferred compensation arrangements

We also advise clients involved in mergers and acquisitions regarding the interaction and integration of qualified plans of the various parties.

Employment Advice and Counsel

Jones & Keller helps prevent liability by making recommendations and preparing transitional documents for terminations, resignations, reductions-in-force, layoffs, executive hiring and terminations, handbooks and policies; and restrictive covenants, including non-competes, non-solicitation, and trade secret protection. We help our clients establish and implement programs and policies to manage the risk of employment actions, develop compensation plans to meet business objectives, and manage outsource and independent contractor relationships. Jones & Keller lawyers have extensive hands-on knowledge of employment issues facing businesses and public sector clients today, derived from their experience in dealing with day-to-day employment issues as general counsel and executive officers of various businesses.

Franchise and Distribution

Jones & Keller assists franchisors with multi-state franchise registration and compliance, disclosure obligations, bankruptcy issues, debt and equity financings, and leasing, site development and construction-matters. We have extensive experience in franchise finance, including franchise lending refinancing and work-outs on behalf of franchise lenders and franchisees. We help our clients in the development and filing of Uniform Franchise Offering Circulars, and both franchisers and franchisees in the drafting and negotiation of franchise agreements. Through our multi-disciplinary approach to franchise issues we also provide assistance respecting trademark matters, unfair or anti-competitive business practices, and franchise acquisitions.

Insurance Planning and Risk Management

Jones & Keller attorneys have unique and varied backgrounds in insurance law and regulation, and provide a full range of insurance and insurance-related legal services.

Jones & Keller’s clients include property and casualty, life and health and title insurers and various independent insurance agencies and insurance producers, as well as self-funded plans for medical malpractice and health insurance programs. The firm also provides corporate as well as litigation assistance to business entities and individuals for all types of insurance needs, questions or issues.

The wide range of insurance or insurance-related matters handled by Jones & Keller includes:

Licensing, market conduct or financial examination or other regulatory matters before or involving the Colorado Division of Insurance
Insurance coverage questions or disputes
Expert witness assistance in insurance bad faith or coverage disputes or litigation
Mediation or arbitration assistance
Insurance defense
Prosecution or defense of insurance claims for all types of matters, including, but not limited to, health, disability, property & casualty
Self-insured programs
Captive insurance companies
Health and welfare benefit plans under ERISA
Mergers and acquisitions of insurers and/or insurance agencies

Intellectual Property

Jones & Keller provides legal services with respect to the development, registration, licensing, distribution, financing and acquisition of all types of intellectual property. Our intellectual property lawyers help our clients with legal issues relating to trademarks, copyrights, trade secrets and licensing of intellectual property, information, and know-how. Our clients range from start-ups to Fortune 500 companies, and cover a wide range of technologies including telecommunications, streaming media, software development, finance, advertising, distribution, internet business and e-commerce.

Copyrights

Jones & Keller advises its clients on registration, protection, enforcement and licensing of copyrights, as well as the use and distribution of copyrighted works. We also advise clients on open-source software licensing, including compliance with open-source licenses and initiation of open-source projects.

Trademarks

Jones & Keller provides legal services related to evaluation, selection, registration, licensing and enforcement of trademarks, service marks, and trade names, and we help our clients defend their marks from claims of infringement. Our lawyers file and prosecute federal, state, and foreign applications for trademark and service mark registration, and advise on selection and use of strong and defensible marks, as well as proper use and protection of brands and names. We also prosecute and defend opposition and cancellation proceedings in the United States Patent and Trademark Office, and the Trademark Trial and Appeal Board.

Licensing and Technology Transactions

Jones & Keller provides advice and assistance with licensing, assignment and acquisition of patent, trademark, copyright and other intellectual property rights, both domestic and international. While we do not prosecute patent registrations, we help our clients select and manage experienced patent practitioners. We also assist clients in formulating joint ventures, as well as with agreements with independent contractors and customers, related to the development, marketing and distribution of technology and know-how.

Proprietary Information and Trade Secrets

Confidential information and trade secrets can be a company’s most valuable asset. The firm helps its clients protect their trade secrets, and to identify and protect proprietary and confidential information. We prepare and negotiate confidentiality policies, non-disclosure agreements, trade secret related non-compete agreements, and work-for-hire and invention and assignment agreements.

Securities Litigation and Enforcement Defense

Marketing and Indirect Channel Programs

Our attorneys have business and legal experience in negotiating and preparing marketing and advertising agreements, agency, creative and electronic commerce agreements, sales agency and reseller programs and strategic alliances.

Mergers & Acquisitions

Natural Resources

Electric Power Generation

Jones & Keller represents clients in the development and project financing of power generation and transmission facilities worldwide. We have been owner’s counsel for the design, engineering, procurement and construction of coal-fired electricity generating plants both in the United States and abroad, and our attorneys have experience in nuclear fuels trading and sales contract negotiation and drafting.

Mining, Mineral Processing and Finance

Jones & Keller lawyers have represented exploration, development and production companies in gold, copper, uranium, nickel, coal, iron, diamonds and silver. Our experience includes helping our clients spread their risk and increase the probability of success through the negotiation, drafting and implementation of joint ventures, farm-ins, options and public and private equity and debt financing. We have extensive experience in all aspects of exploration and mining transactions, including exploration, mine development, construction, royalties, production off-take, smelting, project financing, price hedging and other commodity price protection agreements. Our lawyers have helped their clients negotiate and finalize exploration and mining agreements with foreign governments, and have been instrumental in the drafting and enactment of exploration and mining laws in a developing country. Our attorneys have represented mining and natural resource investment funds in a wide variety of mining finance transactions, including non-recourse project financing, gold loans, gold price hedging and production and smelter royalties.

Oil and Gas Transactions and Finance

Jones & Keller attorneys represent oil and gas companies and individual owners of oil and gas interests in a myriad of transactions including, formation, drafting and negotiating related agreements, structuring entities and transaction, operations, mergers, acquisitions, leasing, financing, and raising capital. We have assisted clients in transactions throughout the western United States, Canada, Australia, South Africa, Mozambique, Morocco, New Zealand and Indian Country.

We also represent our oil and gas clients in the litigation and resolution of disputes surrounding their interests. For example, we pursue and defend oil and gas liens and operator’s liens on behalf of our clients as well as the litigation of the obligations of operators and non-operators under joint operating agreements.

Our clients include working interest owners, royalty owners, land owners, operators, refineries, pipeline operators, oil and gas producers, major oilfield service and supply companies, and mining exploration and development companies.

The firm’s experience in the oil and natural gas area is also complemented by lawyers who have significant and varied experience representing oil and gas companies before of the Colorado Public Utilities Commission and the Federal Energy Regulatory Commission. For more information on the firm’s regulatory, Indian Law, and litigation services provided to its oil and gas clients, see the Transportation, Utilities and Aviation, Indian Law and Litigation practice descriptions.

Sports and Entertainment

Jones & Keller attorneys in the sports and entertainment practice group have extensive experience in a wide variety of sports and entertainment legal matters and transactions, including the negotiation, drafting and consummation of the purchase of a Major League Baseball team, player contracts, commercial endorsement contracts, personal appearance agreements and the licensing of publicity rights for current and former professional athletes, advice and counsel to management firms and agents regarding scope of permissible activities and the drafting and consummation of player-agent agreements.

Our client representation includes media and entertainment production and broadcast companies, a Major League Baseball team, and former and current members of the PGA Tour, Major League Baseball and The National Football League in connection with player career opportunities as well as investment, appearance and endorsement agreements.

We also advise high school and college athletes regarding NCAA eligibility matters, including NCAA Division and conference transfer options. We have also advised baseball prospect clients regarding the MLB First Year Player Draft issues in the capacity of an advisor under NCAA regulations.

Our entertainment practice includes the negotiation and drafting of recording, production, publishing, royalty, licensing, management, agency, merchandising, distribution and sponsorship agreements for emerging artists and independent labels; band partnership agreements; concert promotion & venue agreements; and mechanical, synchronization and public performance agreements. We have also represented media and entertainment companies in the development, production and licensing of branded news, sports and entertainment programs across multiple platforms, and companies and entertainment professionals on broadcast and distribution agreements, film and television production agreements, film financing agreements, actor’s agreements, model releases, photographer agreements, and free-lance work-for-hire agreements.
Significant transactions include:

Represented the buyers of a Major League Baseball Club expansion team, coordinating negotiations among community leaders, government and baseball officials and financiers, and represented the owners in financing, establishing and organizing the club.
Negotiation of various agreements with front office management of various Major League and Minor League Baseball organizations as well as The Office of The Commissioner of Major League Baseball and The Major League Baseball Players Association.
Negotiation of contract terms between a client Coach and a Major League Baseball Team.
Negotiation and drafting of contract terms between a client Manager and an Independent Minor League Baseball Organization.
Represented a start-up news, sports and entertainment television production and streaming media company, creating all customer and vendor contracts, and negotiating, drafting and implementing agreements for studio architecture, design and construction, studio and mobile production, creative rights, content licensing, satellite, video, on-line and High Definition distribution, venue and performance agreements and sponsorship agreements. Negotiated, drafted and managed the implementation of agreements with song and screen stars, professional athletes, Major League Soccer, the Democratic National Committee, the Salt Lake City Olympics and Madison Square Garden.
Negotiation and drafting of a commercial endorsement agreement between a PGA Tour Member and a real estate development entity for a mixed use golf course development.
Negotiation and drafting of an agreement between a major software development company and a PGA Tour Member for the creation of an interactive computer game.
Negotiation and drafting of the purchase of a fractional ownership interest in private aircraft for various PGA Tour Members and current and former members of the National Football League.
Representation, negotiation and drafting of an agreement between a PGA Tour Member and a nationally recognized memorabilia vendor.
Counsel to several PGA Tour Members regarding interpretation and dispute resolution involving various commercial endorsement agreements.
Representation, negotiation and drafting of Partnership Agreement on behalf of former members of the National Football League regarding commercial endorsement and promotional obligations in connection with the formation of an investment venture.
Provide advice and counsel to high school and college athletes in capacity of advisor regarding NCAA recruiting and transfer rules as well as MLB draft options.
Advise, counsel and representation of baseball players regarding terms of MLB Uniform Player Contracts and terms of MLB-MLBPA Collective Bargaining Agreement.

Technology

Jones & Keller’s technology lawyers work with both established and growing companies in technology industries such as software, hardware, biotechnology, e-commerce, IT consulting, telecommunications and healthcare.

Our technology lawyers offer a wide variety of services, including trademark and domain name selection, registration and enforcement, preparation of software and database development and licensing and maintenance agreements, negotiation of joint development and strategic alliance agreements, and structuring technology transfer and licensing agreements. We also handle technology asset acquisitions, OEM and VAR agreements, Web design, hosting and co-location agreements, network architecture and implementation agreements, and Internet advertising, sponsorship and cross-linking agreements. We have experience in privacy and data protection compliance, employee intellectual property development and assignment, and trade secret development and protection.

E-Commerce, Social Media and Internet

Jones & Keller helps its clients with all aspects of information technology, social media and e-commerce transactions ranging from license agreements to technology joint ventures to international strategic alliances. Our lawyers have worked on transactional matters in all areas of Internet law, including Web site development, Web site hosting, software licensing including international software transactions, maintenance and support, outsourced data processing, channel partner arrangements and B2B marketplace transactions. We help our clients develop policies and procedures to manage the risks of online business. We have developed online “click-through” contracts, customer agreements, Web site terms and conditions, privacy policies and antitrust compliance practices.

We help both the providers and users of information technology develop and implement service level agreements, cross-license agreements, OEM agreements, equipment leases, software development and distribution agreements, data and content acquisition licenses, network service agreements and source code escrow.

Data Privacy and Security

Our technology lawyers help our clients comply with privacy and data protection laws, including the Fair Credit Reporting Act, the Fair and Accurate Credit Transactions Act of 2003, Gramm-Leach-Bliley Act, HIPAA, the CAN-SPAM Act, state security breach notification laws, state privacy laws, and other federal and state statutes.

We also provide expertise and assistance in developing privacy and data use policies and procedures, and drafting and negotiating vendor contracts and information use and distribution agreements involving personal information and other sensitive data.

Software

Jones & Keller helps its clients with a wide variety of software matters, including licensing and development agreements, co-development agreements and alliances, copyright and open-source software issues.

Telecom, Cable and Broadcast

We represent both providers and consumers of telecommunications, network and related services, with respect to master services agreements, VoIP service agreements, 911 service agreements, competitive local exchange carrier access and interconnections agreements, IRUs, satellite uplink agreements and administrative actions related to services and rate making before the Colorado public utilities commission. Our clients include competitive local exchange carriers (CLECs), Internet service providers (ISPs), cable television operators and program providers, fiber optic construction companies, and we have helped our clients with a wide variety of issues involving development of Fiber to the Home residential and business communities.

We have represented the broadcasting and entertainment industry, including television program producers, syndicators, cable television systems and satellite distribution systems in negotiating and preparing agreements related to production and distribution of non-syndicated and syndicated news, sports and entertainment programs for broadcast television.

Special Committee Representation

As a result of the Sarbanes-Oxley Act of 2002, regulators such as the Securities and Exchange Commission, the New York Stock Exchange and the NASDAQ Stock Market have adopted comprehensive requirements for public companies, and state and federal regulators have increased enforcement efforts. We have broad experience advising boards of directors and committees on issues such as fiduciary duties, standards of conduct, liability, and executive compensation issues, and a number of our attorneys have served on boards or as general counsel, providing us an appreciation of the need to integrate corporate governance and strategic planning for business success.

Jones & Keller provides a multidisciplinary team of attorneys to counsel our clients on corporate governance, internal investigations and compliance programs. Our attorneys assist corporations in developing customized compliance and ethics programs and policies that address issues arising under the Sarbanes-Oxley Act, securities laws, antitrust, employment, healthcare and privacy laws. In addition, we provide training assistance to directors, senior executives and employees and implementing their compliance and ethics programs.

Our clients include public and private companies and non-profits as well as boards of directors, audit committees and special committees. We have experience conducting internal investigations, including employee whistleblower programs, Section 10A of the Securities Exchange Act of 1934 and other sensitive matters.

Recent representative work includes:

Representation of numerous public companies in development of corporate governance guidelines, audit, compensation and nominating committee charters, and corporate codes of conduct.
Representation of private companies and nonprofit institutions considering voluntary adoption of corporate governance standards similar to those imposed a public company.
Representation of public companies in connection with successful request for SEC no-action letters and negotiations with shareholder proponents for withdrawal of shareholder proposals.

Business & Corporate

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