Continuing Legal Education

TELESEMINAR: Limitations on Closely Held Company Owners: Business Opportunities and Non-Competes – A National Perspective

May 6, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours


In closely held companies, its partners are the keys to its success. They build, maintain and have access to key customer or client relationships, understand how services are delivered or products made, and have privileged access to the “know how” that makes the company a success. They are at once both the keys to success and the greatest threat to the company should one or several of the partners leave the company and decide to compete with their former partners. The challenge is devising a series of enforceable protections to guard against this risk. This program will provide you with a guide to designing and drafting business and employment agreements and policies to protect closely held companies from unfair competition from departing partners. 


  • Business law and employment law techniques to protect closely held companies from unfair competition from departed partners
  • Incorporating protections in stockholders’, LLC members’ and operating agreements
  • Use of the organizational opportunity doctrine and implied common law duties to protect a company
  • Agreements to protect a company’s buyer from competition from the company’s sellers
  • Differences among non-competition, non-solicitation and non-disparagement agreements – and effectiveness of each
  • Tailoring non-competition agreements with individuals to enhance enforceability  


For more information about ISBA's Teleseminar programs, please visit:

Program Speakers:
William J. Kelly, III,
Kelly & Walker LLC, Colorado
Kevin A. Loden, Venable, LLP, Washington, D.C.


William J. Kelly, III is a founding member of Kelly & Walker LLC, and has more than 20 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices. Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law.

Kevin A. Loden is an attorney in the Washington, D.C. office of Venable, LLP, where his focuses on the complex business and commercial transactions, including mergers and acquisitions, mezzanine finance and tax planning for business transactions.  He represents closely held and publicly traded companies, private equity funds and individual business owners.  He has written and spoken extensively on business transactional topics.  Mr. Loden received his B.A., cum laude, from the University of Mary Washington and his J.D., magna cum laude, from the University of Baltimore School of Law.