Keith E. Riley is a Partner at DeCotiis. He joined the firm in 2002 and became a partner in 2003. He is a member of the Corporate, Tax and Banking practice groups.

Mr. Riley brings more than thirty years of legal and business experience advising businesses, entrepreneurs, and investors on complex corporate, business and tax matters. His practice combines deep knowledge of corporate and business tax law with extensive experience negotiating and structuring sophisticated transactions. He regularly represents privately held businesses and high-net-worth entrepreneurs in stock and asset sales, mergers and acquisitions, joint ventures, transactional tax planning, and a broad range of general corporate matters.

His practice includes advising clients on business entity formation, including partnerships, limited partnerships, limited liability companies, and corporations, as well as compliance with federal and state tax laws. Mr. Riley has significant experience with the operational and tax aspects of partnerships, limited liability companies, Subchapter S corporations, and other pass-through entities. He regularly structures and negotiates the formation, governance, merger, and dissolution of these entities, including the preparation of complex operating agreements, partnership agreements, and joint venture agreements. He also advises clients on corporate restructurings and reorganizations, tax-free and taxable liquidations, like-kind exchanges, and other tax-efficient rollover and financing transactions.

Mr. Riley also has extensive experience negotiating, structuring, and documenting secured financing transactions. He represents financial institutions, including banks and commercial finance companies in a wide range of commercial lending matters. His work includes revolving and nonrevolving credit facilities secured by accounts receivable, inventory, and promissory notes, as well as capital expenditure lines of credit and term loans secured by equipment, intellectual property, enterprise value, financial assets, and other tangible and intangible collateral across a variety of industries.

In addition, Mr. Riley represents nonprofit organizations seeking and maintaining federal tax-exempt status. He has significant experience with organizations described in Sections 501(c) of the Internal Revenue Code, and advises nonprofit corporations, trade associations, and other charitable and social organizations on organizational structuring, governance, federal and state tax issues, lobbying and political activity limitations, and the ongoing compliance requirements. His work also includes preparing and negotiating governing documents and IRS exemption applications.

Representative Cases:

Mr. Riley served as lead counsel to shareholders and executive management of an automotive import and export processing company in an $80 million strategic stock sale to a national port terminal operator, including transaction structuring, tax planning, and coordination with financial and tax advisors.

Mr. Riley led a multi-entity reorganization of a financial services company and its affiliated portfolio businesses into a consolidated holding company structure, structured as a tax-free exchange under IRC §351 to support scalability and capital deployment.

Mr. Riley served as senior legal advisor for national and regional financial institutions on cash-flow and asset-based secured commercial financings and syndicated loan transactions, with mixed collateral packages consisting of accounts receivable and other rights to payment, machinery and equipment, commercial trailers and buses, trademarks and other IP, equity pledges, local private aircraft, and other specialized equipment.

Mr. Riley counseled an established IRC §501(c)(3) operating foundation on governance, regulatory compliance, and risk management in connection with its reincorporation and merger into a new state nonprofit entity under applicable federal tax and state corporate laws.

Mr. Riley served as lead counsel to municipalities on HUD HOME Program mortgage-backed financings and grants, advising on federal compliance and structuring developer loans and grants for the construction of affordable, low-income qualified housing projects.