Startup Lawyers for Kentucky
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Meet some of our Kentucky Startup Lawyers
Garrett M.
Attorney Garrett Mayleben's practice is focused on representing small businesses and the working people that make them profitable. He represents companies in structuring and negotiating merger, acquisition, and real estate transactions; guides emerging companies through the startup phase; and consults with business owners on corporate governance matters. Garrett also practices in employment law, copyright and trademark law, and civil litigation. Though industry agnostic, Garrett has particular experience representing medical, dental, veterinary, and chiropractic practices in various business transactions, transitions, and the structuring of related management service organizations (MSOs).
"Though I found a few small mistakes that made me think he rushed a bit, he revised the agreement to be more in my favor. His expertise was well worth it."
Elisher W.
Attorney licensed in Kentucky and Ohio with four years experience in real estate transactional law (commercial and residential), litigation, construction law, and IP licensing. I have substantial experience in drafting and reviewing contracts as complex as billion dollar mining financing down to simple settlement agreements.
July 13, 2020
Dillon N.
My practice has involved a wide range of legal matters from commercial real estate, finance and international business transactions to litigation matters including commercial disputes, real estate, employment, and medical malpractice. Proficient in Spanish, I graduated from the University of Kentucky College of Law, the Patterson School of Diplomacy and International Commerce, and the University of Southern California. Prior to my legal career, I sought diverse professional experiences. After graduating from college, I orchestrated my own volunteering experience in southern Peru with a small non-profit organization. Later I gained valuable professional experience as part of a U.S. Senate campaign, and after that I joined the public policy team at Greater Louisville, Inc., Louisville's Chamber of Commerce affiliate. Prior to law school, I embarked on a month long excursion with the Northern Outdoor Leadership School in Alaska, which gave me a new found appreciation for sustainability.
Nichole C.
October 22, 2021
Nichole C.
Licensed attorney in KY and Federally JD, 2006 University of Louisville MBA, 2006 University of Louisville BS, 2001 Berea College Licensed Title Agent Arbitrator and Certified Mediator Business Consultant Adjunct Professor, Law and Business
August 23, 2025
Alexander C.
I am a solo practitioner that runs my own legal practice. I am currently licensed in 16 states and I'm working to expand that reach.
DC L.
Darren Craig ("DC") Lamb is the Founder and Managing Partner of DCL Legal, AI, & Business Consulting, a Nashville-based law firm serving entrepreneurs, founders, and growing businesses as outside general counsel. Licensed in TN, KY, and IN, Darren previously served as lead associate at Wilson Elser (AmLaw 200), handling all litigation for a Fortune 500 e-commerce company across KY, IN, and TN, and managing complex coverage matters for a leading international insurance market. DCL Legal focuses on business litigation, commercial contracts, corporate governance, AI & technology advisory, and fractional general counsel engagements — delivering executive-level legal guidance without the cost of full-time in-house counsel.
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January 21, 2024
Ernestas P.
I am a broadly skilled legal professional. I am highly drawn to technology, fintech, intellectual property, privacy law, contracts. I am also experienced in business litigation and business transactions. I have been told to have the following skills perfect time management, critical thinking, problem solving, attention to detail, communication and decision making. As a former flight attendant, I am well versed and acquired many of those skills in a fast faced multicultural/multilingual setting. I am able to work solo or as a team member and quickly adapt to changes. Finally, I am fluent in English, Lithuanian, Russian.
January 26, 2024
Scott B.
Scott Bowen, Esq brings legal experience in family law, special education law, and healthcare law matters. Scott also has over 20 years of expertise in healthcare compliance, medical coding, and healthcare consulting to the firm.
January 29, 2024
Damian T.
Damian is a founding partner of Holon Law Partners. He began his career as an officer in the Marine Corps, managing legal affairs for his command in Okinawa, Japan. In this role, he conducted investigations, assembled juries for courts martial, and advised his commander on criminal justice matters. Damian was twice selected to serve as his unit’s liaison to the Japanese government and self-defense forces. Damian later worked as a transactional attorney in New York, where he handled commercial real estate, finance, and restructuring matters. He has also participated in insider trading investigations at the SEC, worked on compliance at a private equity firm, and managed legal operations and special projects at a vertically integrated cannabis company in New Mexico. Damian draws on these diverse experiences to provide his clients with creative solutions to thorny legal issues – from negotiating commercial leases to managing complex securities offerings. In addition to practicing law, Damian volunteers as a research assistant at the University of New Mexico Medical School’s McCormick Lab – studying the microbiology of longevity and aging. When not working, he enjoys spending time with his two pit bulls and pursuing his passions for foreign languages, art, philosophy, and fitness. Damian resides in Albuquerque, New Mexico.
January 28, 2024
Jonathan F.
Trial and transactional attorney with over 30 years experience with complex business transactions and disputes.
January 28, 2024
Aaron S.
My passion is protecting the passions of others. I have 5+ years of contract review, and all aspects of entertainment law including negotiation, mediation, intellectual property, copyright, and music licensing. I also have experience working with nonprofits, and small businesses helping with formation, dissolution, partnerships, etc. I am licensed in both Texas and California.
February 7, 2024
Nuo Jia (Lois) L.
Attorney Lois Li is a bilingual business and commercial attorney licensed in Michigan, U.S. since 2014, in Ontario, Canada since 2015, and in New York, U.S. since 2020. As an attorney licensed in two countries, Lois leads Alpine Law’s US/China/Canada practice. She is experienced in legal and contractual transactions in both English and Chinese. Lois has over six years of experience in assisting clients with business operations and legal services, and is specialized in advising companies with legal needs in International Business, Securities law, Cryptocurrency – Block chain, and Fin-Tech. Having served as both an outside and an in-house counsel, Lois worked with many startup and small businesses. With a strong understanding of core business and the ability to translate business needs into legal requirements, Lois has assisted many companies to establish policies and procedures, and drafted and negotiated employment and transaction contracts. Further licensed as a Registered Nurse since 2010, Lois specializes in healthcare law and is experienced in FDA, HIPAA, Medicare and Medicaid regulations. She has assisted many businesses in the medical and healthcare industry.
Startup Legal Questions and Answers
Startup
Convertible Note
California
Convertible note vs. equity financing?
I am an entrepreneur and I am in the process of raising capital for my startup. I am considering both convertible note and equity financing options and am trying to decide which one is best suited for my company. I need to understand the key differences between the two options to make an informed decision.
Thaddeus W.
Good question. Convertible notes (as well as SAFE's, discussed below) differ from equity in several respects. The most fundamental difference is that a convertible note is debt. A second major difference is that, although the note is debt, its terms include the noteholder's right to acquire an equity position in the future; if a certain event later occurs (defined in the note, but typically the sale of preferred stock to a future investor (e.g. a venture capital firm), but also a sale of the company can have a similar effect), this will trigger the note to convert into equity and the note is "satisfied" ... that is, the debt is extinguished when the note converts and the holder thereby becomes an equity holder (typically coming to own shares of preferred stock very similar to that issued to the future investors in that triggering event). These two differences are related to a third. A convertible note is often issued without a valuation of the company. For example, when a startup business has no operating history, it is impossible for the startup founders or the investor to decide what the company is worth. Equity cannot be issued for a fair market value (FMV), since there is no basis to determine what the FMV is. A convertible note resolves that by giving the investor (the note holder) the right to convert the note into equity later on, when another investor and the company can agree on a company valuation. In other words, the convertible note allows the company to "kick the can (of valuation) down the road" to be dealt with at another time. But, since a convertible note is debt, is has a repayment provision, and normally carries interest. This means that the note is carried on the company's balance sheet as debt, and presents the company with the future obligation to repay the note if a conversion event has not happened before the note's maturity date. So, SAFE's are often used, especially now that they have become so familiar to investors. (SAFE stands for Simple Agreement for Future Equity). Essentially, as SAFE is a convertible note without the debt features. A SAFE carries no interest and does not have to be repaid. The investor in a SAFE will normally be sophisticated and able to assess the chances the company will do well enough for a conversion event (the issuance of preferred stock, or a sale of the company) to result in the investor's SAFE converting, and thus give the investor comfort that would otherwise be lacking in an instrument that has no repayment obligation. Like a convertible note, a SAFE kicks the can of valuation down the road, where a valuation can later be determined by the company and a future investor. Founders should exercise caution in issuing convertible notes or SAFE's. Among other reasons, founders commonly do not appreciate the impact that convertible notes or SAFE's can have on the founders' own ownership. Convertible notes and SAFE's often include a feature called a "valuation cap." This can result in surprising dilution, as well as the issuance of equity to the converting note or SAFE holder at what is effectively a very low price per share, costing the company far more than the founders may have expected. Also, notes and SAFE's with very similar, but different, terms can result in a complicated capitalization table, making negotiations with venture capital firms later on more difficult, an equity transaction more complex, and thus the process more time-consuming and (therefore) more expensive.
Startup
Convertible Note
New York
Do startups use convertible notes?
I am working to figure out what I should use for a group of investors I am speaking to about my startup. We're a technology company that is very early on. We want to raise a bit of money so we can further develop our software and pay the founders.
Ramsey T.
Start-ups do raise capital through the use of Convertible Notes. Convertible Notes are starting to fade as the preferred sort of convertible instrument for start-ups and as SAFES become more prevalent. Convertible Notes are still quite common in more "traditional" start-up industries, such as those that involve real estate, manufacturing and other legacy industries.
Startup
Software Agreement
Florida
Software agreement and maintenance?
I am an entrepreneur who is planning to launch a new software product. I am in the process of negotiating a software agreement with a potential partner, and I need to make sure that I understand my obligations regarding maintenance of the software. I have limited experience in this area and need to ensure that I have a comprehensive agreement that covers all of the necessary points.
Daniel D.
Your maintenance obligations will largely depend on what is written into the software agreement between you and your partner. If you and your partner agree you can have a very broad or very limited obligation, but it should be clear so you avoid any disputes in the future. A comprehensive agreement can include any provisions you and your partner agree on as long as it does not violate State Law or Public Policy.
Startup
Convertible Note
Ohio
Can a convertible note be transferred?
I am a startup founder and I am considering using a convertible note to raise capital. I am aware that convertible notes are agreements between investors and startups, but I'm not sure if they can be transferred to other investors. I need to know if this is possible so that I can make an informed decision about the best way to raise capital for my business.
Paul S.
It depends on the terms of the convertible note. If you don't want it to be transferable, then you should include a provision in the note prohibiting transfers, assignments, etc.
Startup
LLC
Texas
How is ownership defined in LLC formation?
I am starting a new business and am looking to form a limited liability company (LLC). I understand that an LLC is a business structure that can help protect my personal assets from any debts or liabilities of the business. I am looking to understand how the ownership of the LLC is defined and how it affects the legal and financial structure of the LLC. I am hoping to find out what type of paperwork and/or agreements need to be drawn up in order to set up the LLC properly.
Jimmy V.
Owners of LLCs are called "Members." Members make an initial contribution of cash or other property to the LLC in exchange for their Membership Interests in the LLC. The Members can run the LLC themselves if they like. This is common in LLCs with one or only a few Members. If there are many Members, they may decide to appoint a Manager to run the LLC. Managers can be owners, and vice versa.
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