Attorneys

Keith E. Riley

Keith E. Riley

Contract Partner

AV Preeminent Martindale-Hubbell Peer Rated for Highest Level of Professional Excellence 2020

Biography

Mr. 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 advises businesses and entrepreneurs by combining substantive knowledge of the corporate and business tax laws with in-depth negotiation and purchase experience in today's high-profile acquisition and transactional tax environment, including familiarity with financial, accounting and other corporate and commercial matters. He has represented large, publicly owned companies, closely held businesses and high-net-worth entrepreneurs in mergers, acquisitions and joint ventures, transactional taxation, and general corporate and business law matters. He specializes in providing counsel to clients in connection with tax-free and taxable mergers and acquisitions, the issuance of private and public securities, venture capital and real estate partnership transactions, selection of business structure (e.g., partnership, limited partnership, limited liability company, corporation, etc.), and federal and state tax and securities law compliance issues. He has represented both buyers and sellers in structuring transactions to achieve desired business and tax consequences.

Mr. Riley also specializes in the documentation, negotiation and structuring of asset-based secured financing transactions. His clients in this area consist of a wide array of leading financial institutions, including banks and commercial finance companies. He has experience in all aspects of asset-based lending, including revolving credit facilities based on the value of accounts receivable, inventory, and promissory notes, and capital expenditure lines of credit and term loans based on the value of equipment, intellectual property, enterprise value, financial assets, and other tangible and intangible assets. This experience includes transactions across a broad array of industries.

Mr. Riley has also advised clients on a variety of other transactions, including tax-free and taxable liquidations, corporate restructurings, like-kind exchanges, investments in and formation of qualified opportunity zone funds and businesses, Small Business Administration Paycheck Protection Program and Federal Reserve Main Street Lending Program loans, and other tax-free rollover and financing transactions. In addition, Mr. Riley concentrates on partnership, limited liability company and other pass-through entity matters. He has structured the formation, merger, dissolution of various joint ventures, partnerships and limited liability companies and negotiated and prepared the related joint venture, partnership and limited liability company agreements.

Representative Cases:

Mr. Riley represented a real estate developer in its private placement offerings of over $100 million of exempt securities under Rule 506 of SEC Regulation D.

Mr. Riley represented a real estate investment company in its reverse like-kind exchange of commercial property under Section 1031 of the Internal Revenue Code.

Mr. Riley represented a publicly-traded financial institution in numerous asset-based financing transactions, including credit facilities secured by intellectual property, accounts receivable, promissory notes, inventory and equipment, and pledges of financial assets under UCC Articles 8 and 9.

Mr. Riley received his B.A. in 1991 from Rollins College. He was awarded his J.D. by Rutgers Law School - Camden With Honors in 1995. Following law school, he clerked for the Honorable William C. Meehan, Presiding Judge of the Superior Court of New Jersey - Criminal Division from 1995 to 1996. In 1997, he received his LL.M. from New York University School of Law in Corporation Law (with a concentration in securities regulation and the taxation of corporations and partnerships). Mr. Riley is a New Jersey native and lifetime resident.

Education

  • Rutgers, The State University of New Jersey School of Law - Camden, Camden, New Jersey
    • J.D. - 1995
    • Honors: cum laude
  • New York University School of Law, New York, New York
    • LL.M. - 1997
  • Rollins College
    • B.A. - 1991

Bar Admissions

  • New Jersey, 1995
  • New York, 1996

Practice Areas

  • Corporate Law
  • Tax Law
  • Banking

Past Positions

  • Judge William C. Meehan, Presiding Judge of the Superior Court of New Jersey - Criminal Division, Clerk, 1995 to 1996

Professional Associations

  • American Bar Association