Steven J. Keeler Partner

Steve is a corporate and business transactions partner in the firm's private equity, emerging company and venture capital practice groups. He is co-chair of the firm's cleantech capital group.

Steve advises companies and their equity investors - from formation, through growth and expansion, to exit – in connection with business and strategic planning, legal, tax and capital structuring, financing, strategic partnerships, and company sales. He also represents venture capital, growth equity, mezzanine and buyout funds, as well as family office, corporate venture and angel investors in connection with venture, growth equity and private equity investments. Having represented companies, investors, and lenders, as well as both financial and strategic buyers and sellers, Steve has experience with many sides and aspects of capital raising, strategic partnering and mergers and acquisitions.

Steve has broad experience in the tax, management equity, finance, securities law and intellectual property aspects of venture and private equity financings, mergers and acquisitions, and joint ventures. He passed the CPA examination in Virginia in 1989 and received a masters of law degree in taxation (with distinction) in 1998.

As an advisor to many new ventures and private equity funds, Steve routinely works with companies, funds and family offices investing in the most active and rapidly-evolving industries. In addition to more traditional manufacturing, distribution, retail and engineering business clients, he has worked with companies and their investors in information technologies, SAAS, clean tech (including alternative energy, energy efficiency, resource management and sustainability), healthcare IT, life sciences, media, publishing, training and education.

As general counsel to companies and investors, Steve coordinates the services of the firm's debt finance, intellectual property, real estate, employment and securities lawyers to provide timely and efficient legal services to clients. Steve also maintains an active network of private equity, mezzanine and venture capital fund, corporate, family office, angel investor, bank and investment bank, accounting, entrepreneur and executive contacts. He leverages these contacts to make introductions to and access a variety of resources for clients.

"Our clients are more than companies, institutions and executives – they’re visionary entrepreneurs and business builders who are shaping world-changing industries. Our clients are not only responsible for our success, they make our job exciting, rewarding and fun."


Private Equity

Representation of a private equity fund in leveraged buyout of oil and gas distribution technology and services company, including negotiation of client fund equity investment, management equity rollover, and senior and mezzanine debt facilities.

Representation of a private equity fund in UCC Article 9 acquisition of industrial services company with U.S. and foreign subsidiaries from secured lender, including formation and co-investment by family office in equity financing of acquisition entity.

Representation of a private equity fund in leveraged buyout franchise business, including formation and structuring of co-investment entity, senior and mezzanine debt facilities and tax-deferred issuance of preferred stock as component of transaction consideration.

Representation of a private equity fund in leveraged buyout of engineering services company, structured as a tax-favorable Section 338(h)(10) stock purchase transaction, including management equity grants and senior debt facility.

Representation of a private equity fund in leveraged buyout of construction products manufacturer, utilizing a limited liability company acquisition structure designed to provide tax deferral to the seller's management and future tax benefit to the buyer.

Representation of a SBIC fund in $7 million debt and equity financing of private equity-backed government contractor.

Emerging Company & Venture Capital

Representation of a venture capital fund in Series B preferred stock financing of New York-based media technology company, including recapitalization, management equity participation and second institutional venture capital co-investor.

Negotiation of an issuance by university-based biotech company of Series B preferred stock to venture capital fund.

Representation of a venture capital investors, including formation of investment entity, in purchase of Series A preferred stock in Boston-based life sciences company.

Representation of an university-based e-learning technology company in successive multistate angel investor financings and ongoing employee equity planning and strategic partnering contracts and add-on acquisitions.

Representation of a venture capital fund-backed audio content mobile phone provider through successive preferred stock financings, corporate transactions and licensing arrangements.

Representation of a leading alternative energy development holding company in entity formations, executive equity plans, successive venture capital financings, add-on acquisitions and corporate and tax planning for various portfolio companies operating in wind, biofuels, utility-scale and distributed solar, and ocean wave energy sectors.

Representation of a leading scientific and medical publishing technology services company in connection with mezzanine debt financings, corporate reorganization, new subsidiary formations, executive equity planning and major customer development and hosting agreements.

Representation of a health care technology and services provider in issuer reorganization to Delaware and Series A preferred stock issuance to two venture capital funds.

Representation of a venture capital fund in pre-closing foreign subsidiary reorganization and closing Series A preferred stock investment in New York-based specialty consumer products and licensing company.

Representation of a high-profile Internet retailer in company restructuring, executive equity compensation plan, successive equity private placements, IPO and strategic partnering arrangements.

Corporate, Mergers & Acquisitions

Representation of a management of leading educational travel services business in secondary sale to company’s third private equity fund owner.

Representation of an educational services company in multiple add-on acquisitions.

Representation of a leading multi-state engineering and architectural services firm in add-on acquisitions and amendments to corporate and buy-sell agreements.

Representation of a healthcare publishing technology services company in auction sale of Inc. 500 long-term care SAAS subsidiary to private equity fund.

Representation of a company management of national catalogue and online retailer in negotiating and closing stock sale and stock option rollover to public company buyer in anticipation of IPO of buyer.

Representation of an investment bank advisor and investors to niche sporting goods distributor in auction sale to several private equity funds.

Representation of a Fortune 500 company in tax-deferred reorganization (stock-for-assets) acquisition of distribution business and related litigation with competitive buyer.

Representation of a veneer producer and distributor with U.S., Italian and German family ownership and operations in the formation, industrial development bond financing and Regulation S private placement to foreign investors relating to new U.S. production facility.

Representation of multi-location, family-owned automobile services provider in sale to private equity fund.

  • Georgetown University Law Center, MLT, Taxation, with Distinction, 1998
  • University of Richmond School of Law, JD, Editorial Board Member, University of Richmond Law Review, 1986
  • The College of William & Mary, BBA, 1983

Chair, Board of Governors, Business Law Section, Virginia State Bar, 2012-2013

Board of Directors, Jefferson Area United Way, 2004-2006

Board of Directors, Martha Jefferson Hospital Foundation, 2005-2006

Member, Virginia Society of CPAs

Member, American Institute of CPAs

Member, Virginia Bar Association

Member, American Bar Association

  • Virginia

Named to The Best Lawyers in America, Leveraged Buyouts and Private Equity Law, Mergers and Acquisitions Law, 2018-2021; Venture Capital Law, 2007-2021, Woodward/White, Inc.

Named to "Legal Elite," Virginia, Virginia Business Magazine, Business and Tax Law, 2001-2006; Business Law, 2012

Named to “Virginia Super Lawyers,” Business/Corporate, Mergers and Acquisitions, Securities and Corporate Finance, Super Lawyers, Thomson Reuters, 2007-2013

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