Business Formations, Transactions and Litigation


We have represented business owners and management across a wide spectrum of industries our entire careers. Our representation includes serving as outside general counsel, where we are an ongoing partner with ownership and senior managements on legal and related business issues, or being brought in by in-house counsel or the client’s CPA to assist on an as-needed basis with litigation and important transactions, such as acquisitions and divestitures and business succession planning, or as local counsel.

Our attorneys include a former chair of the Kentucky Bar Association’s Business Law Section, author of amendments to Kentucky’s Business Corporation Act and frequent presenter at attorney continuing education seminars on LLCs and other business law matters, as well as former in-house senior corporate counsel to a public company, and two CEOs.

Representative Matters:

  • Formation of almost 1,000 Kentucky, Ohio and Delaware limited liability companies and corporations.

  • Counsel clients in the structure of entities, including drafting complex operating agreements involving disproportionate allocation of losses for money partners, establishment of profits and carried interests and service requirements for sweat-equity partners, waterfall distributions, joint ventures, and limited or minority partner limitations and protections.

  • Counsel to 50% owner of Ohio real estate investment business made up of numerous LLCs holding apartment buildings, parking lots and garages, and a downtown office building, in business divorce from the other 50% owner, which included advice on significant partnership tax issues.

  • Counsel to 50% owner of utility contracting business in business divorce with other 50% owner, including addressing public bidding’s impact on goodwill valuation of company.

  • Litigation of a wide-variety of breach of contract and other civil disputes, including violation of non-competition and non-solicitation agreements and purchase contracts, breach of fiduciary duties, defamation, partner disputes, judicial dissolutions and receiverships, quiet title actions, tortious interference, collections, evictions and foreclosures.

  • Counsel to local banks in collection litigation efforts, including foreclosures, bankruptcies and workouts.

  • As member of team, counsel to client in $200 million IPO spin-off and multiple complex, related transactions.

  • Performed diligence, corporate governance and structuring work to enable client’s $525 million purchase of a data center company.

  • Drafted and negotiated commercial agreements involving customers, vendors, and referral partners, including master service agreements with Fortune 500 companies.

  • Lead counsel to sole shareholder and C.E.O. in seller-financed stock sale of home products manufacturer and retailer with over 200 employees and locations in 10 cities throughout the Midwest.

  • Lead counsel to Cincinnati-based business in its acquisition of privately-held businesses as part of strategic plan to expand its multi-state footprint and lines of products and services.

  • Outside general legal counsel to Northern Kentucky utility and public agency.

  • Outside general legal counsel to private equity-owned building materials manufacturer with international distributor network, including drafting complex supply and distributor agreements.

  • Outside general legal counsel to regional developer and operator of assisted living facilities, including acquisition of existing facilities, management agreements, leasing, investor matters, and HUD-insured financing.

Let us show you the Dunham Law Difference.

Large Law Firm Expertise

Insightful and Practical Counsel

Strategic and Diligent Execution

Personally and Locally Connected