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KMK—YOUR BUSINESS PARTNERLegal Solutions That Drive Business Success

Helping Businesses Reach Their GoalsRegardless of a company’s current size, its legal needs are significant—operating agreements and contracts, employment issues and benefits, financing, intellectual property, litigation, succession planning and more. Meeting those needs requires a partner who can provide strategic thinking, foresight, an entrepreneurial spirit and, most importantly, a deep understanding of how busi-nesses work.

For nearly 60 years, Keating Muething & Klekamp has helped emerging, small, mid-sized and large companies achieve their goals and develop strategies for the future by providing legal and business solutions uniquely tailored to their needs, operations and objectives. We help our clients develop legal solutions that provide efficiency in their businesses, achieve their objectives, protect their profitability and position them for the future.

A Partner in Our Clients’ SuccessOur attorneys approach our clients’ business and legal issues as a partner, taking into account their unique needs and how legal issues impact their business and its bottom line. Working closely as a partner with our clients allows us to provide practical solutions that are efficient, effective and economical, while keeping their best interests at the forefront.

Taking Business to the Next Level

A Team-Oriented ApproachKMK attorneys bring a collaborative, entrepreneurial approach to crafting solutions that work for our clients and help them achieve their goals. Our focus on a team approach offers clients the benefit of our full range of legal resources in a way that is both efficient and cost-effective.

Responsive and Flexible SolutionsAs a business partner, we believe responsiveness and flexibility are keys to the success of our client relationships. Our reputation for outstanding client service comes from our attorneys’ individual dedication to our clients’ needs, as well as our ability to call upon the wide range of experience and skills among our practice areas.

In many cases, our attorneys serve in the role of “internal general counsel” for small and mid-sized businesses without in-house attorneys, helping to oversee, issue-spot and manage all transactional and litigation matters for our clients. We also work on a project-specific basis with many of our clients.

We understand that controlling expenses is a priority for all clients. KMK attorneys are open to working with clients to develop alternative fee arrangements, such as fixed fees, blended rates and incentive-based fees, to help them budget and manage their legal fees.

Positioning Clients for GrowthKMK also helps smaller companies aspiring to become large companies achieve their goals. Some of our largest clients today—such as American Financial Group, Inc., Cintas Corporation and General Cable Corporation—started working with us when they were small, entrepreneurial companies with a handful of employees. Now, they are on the Fortune 1000 list of largest compa-nies in the U.S. (2012).

KMK’s Emerging Business Team is an interdisciplinary group of attorneys that works in the areas of business and corporate finance law, tax law, mergers and acquisitions and litigation. Our Emerging Business attorneys understand the unique needs of entrepreneurial companies.

Meeting Clients’ Specific NeedsKMK offers a broad range of services to help emerging, small, mid-sized and large companies succeed and grow. At KMK, we understand that each client has unique needs and goals. Our attorneys invest time getting to know our clients’ businesses and industries so that they can effi-ciently and effectively help our clients obtain the results they seek. KMK attorneys have a great deal of experience advising business owners and managers in a number of practice areas.

Capital Formation• Venture capital

• Private placements

• Going public /IPOs

Contract Review and Negotiations• Audit invoice and purchase order forms

• Audit form contracts and leases

• Contract negotiations

Corporate Governance• Operating agreements/close corporation agreements

• Maintain minute books, prepare board resolutions and attend board and shareholder meetings

• Formation and entity selection

Credit and Collections• Best practices for limiting credit risk

• Account collection strategies

• Protection from customer and vendor bankruptcies

Employee Benefits & Executive Compensation• Employee benefits review

• ERISA compliance

• Executive and key employee compensation

Financing• Review of current financing

• Alternative financing, including taxable and non-taxable bonds and new markets tax credits (NMTCs)

• Equipment financing and leasing

• Commercial loan documentation and review

• Leasing transactions

• Real estate financing

Government Affairs and Economic Development• Regulatory compliance/lobbying

• Negotiating and securing government tax incentives

Insurance• Audit coverage needs and policies, including

directors and officers, liability, casualty and key employee insurance

Intellectual Property• Identify and protect valuable intellectual property

• Registration of copyrights, trademarks, trade names and fictitious names

• Confidentiality and work product protection

Labor & Employment• Equal employment opportunity litigation

• Employment and non-compete agreements

• Human Resources audits

• Workers’ Compensation

• Union negotiations and arbitrations

Litigation• Minimze litigation risk

• Early case assessment and litigation management

• Litigation budgeting

• Electronic discovery and document production

• Dispute resolution through mediation, arbitration and trials

Private Client Services• Estate planning for owners and executives

• Succession planning

• Family law including protection of company assets through prenuptial agreements and in divorce proceedings

Real Estate• Site selection, acquisition and development

• Real estate tax appeals (commercial and residential)

• Zoning compliance audit

• Lease review and negotiation

• LEED certification

• Environmental audits and dealings with regulatory agencies

• Title insurance requirements

Securities Law• Advise public company executives and boards of

directors on securities law compliance and ongoing obligations under federal securities rules

• Assist clients with SEC reporting obligations

• Manage sensitive disclosure issues

• Prepare proxy statements

• Handle stockholder meetings

Tax Planning and Analysis• Advise clients on the tax consequences of

corporate transactions including asset purchases and sales, corporate recapitalizations, mergers, spin-offs, split-offs, etc.

• Structure transactions to minimize the effects of statutory limitations on the use of corporate attributes including net operating loss carry-forwards

• Executive compensation planning

• Individual tax planning

W W W. K M K L AW. C OM

Keating Muething & Klekamp PLL One East Fourth Street, Suite 1400 • Cincinnati, OH 45202tel 513.579.6400 • fax 513.579.6457 • info@kmklaw.com

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KMK is committed to working with emerging, small, mid-sized and large companies and helping them reach their next level of success. To learn more about how we can help you achieve your company’s goals, now and in the future, visit us at www.kmklaw.com.