Nate Kelly

Top rated Business Litigation attorney in Beverly Hills, California

Law Offices of Nate Kelly
Nate Kelly
Law Offices of Nate Kelly

Practice areas: Business Litigation, Alternative Dispute Resolution, Appellate; view more

Licensed in California since: 2009

Education: University of Southern California Gould School of Law

Selected to Super Lawyers: 2026 Selected to Rising Stars: 2016 - 2022
Free Consultation

Law Offices of Nate Kelly

9100 Wilshire Blvd
East Tower - Suite 725
Beverly Hills, CA 90212 Phone: 310-228-6215 Email: Nate Kelly Visit website

High-Stakes Litigator. Business Breakups. Governance Disputes.

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Overview
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Nate Kelly represents companies, founders, shareholders, and boards in the disputes that define the future of their business — high-stakes litigation, business breakups, and corporate governance disputes across California.

Since founding the Law Offices of Nate Kelly in 2010, Mr. Kelly has built one of California's most recognized litigation practices. He is the only attorney clients work with.

His practice centers on three areas:

High-Stakes Litigation — bet-the-company commercial disputes, trade secret misappropriation, business fraud, and complex breach of contract matters

Business Breakups — founder disputes, forced buyouts, equity contests, and partnership dissolutions

Corporate Governance Disputes — breach of fiduciary duty, derivative actions, shareholder rights enforcement, and hostile takeover defense

Selected results: $7.4M AAA arbitration award (breach of fiduciary duty and trade secret misappropriation); $3.5M minority shareholder buyout; $1.5M corporate dissolution; appellate court victory with costs and fees awarded to client; judgment after bench trial defeating hostile takeover attempt; over $200M resolved across disputes in the last decade.

Mr. Kelly maintains offices in San Francisco, Beverly Hills, and Laguna Beach. He is admitted to all California state and federal courts, the Ninth Circuit, and courts in Philadelphia, Seattle, and Washington D.C.

J.D., USC Gould School of Law — High Honors, Merit Scholarship
B.A., University of Maryland — Dean's Scholar, cum laude, Phi Beta Kappa

When a dispute stands between you and everything you've built, you don't need a lawyer who's good at paperwork. You need one who's good at winning.


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AWARDS & RECOGNITION
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Top 100 Bet-the-Company Litigators® in America
Reserved for the top 0.5% of business litigators nationwide. Awarded for elite case outcomes and strategic litigation results.

Super Lawyers — Business Litigation
Northern California, 2024–2026. Southern California, 2025–2026. The only attorney to appear on both regional Business Litigation lists in 2025.

Super Lawyers Rising Star — Business Litigation
Northern and Southern California, 2016–2022. Reserved for the top 2.5% of attorneys in each region.

Avvo Rating: 10.0 — "Superb"
The highest possible Avvo rating for business law, reflecting peer endorsements, client reviews, and professional achievement.

Los Angeles Daily Journal
Front cover profile for launching private practice at age 27. One of the youngest attorneys profiled by California's leading legal publication.


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CASE RESULTS
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Results after final hearing

$7,418,642 judgment — breach of fiduciary duty and trade secret misappropriation. Co-founder secretly formed competing entity while still a manager of the original company, took all assets, and solicited existing customers. AAA arbitration award confirmed as judgment by the Superior Court of California, County of Orange. Judgment includes $5M compensatory damages, $2M exemplary damages, attorneys' fees and arbitration costs. March 12, 2026.

Judgment after bench trial — hostile takeover defeated. Represented the board of a California corporation against a plaintiff claiming to be an authorized director and seeking to assert control. Court granted judgment in defendants' favor in full. Complaint dismissed with prejudice on all causes of action. Alameda County Superior Court, 2025.

Property partition — bench trial. Represented defendant in a four-year partition action. Following bench trial, client received 76% of the $1,530,000 sale proceeds. Alameda County Superior Court, 2025.

Court-approved monetary judgment — derivative action. Obtained judgment against board of directors in derivative action stemming from failure of private company. Represented group of 16 plaintiffs. 2022.

Appellate victories

Breach of contract appeal defeated in full. Appellate court entered judgment in client's favor — costs and attorneys' fees awarded. 2024.

Summary judgment victories

Clearly Canadian v. Clearly Kombucha — partial summary judgment on trademark dilution. Defended Top Shelf Beverages against patent infringement, copyright, and trademark dilution claims. Won partial summary judgment on dilution. Achieved highly favorable settlement resolving all remaining claims. 2015.

Resolved through litigation

$3.5M minority shareholder buyout — represented 20% minority owner terminated, excluded from distributions, and sued for trade secret misappropriation. Secured buyout through mediation after 16 months of litigation. 2025.

$1.5M corporate dissolution — won preliminary injunction, then resolved through mediation. San Francisco Superior Court. 2024.

Federal trade secret defense — defended former division COO in federal trade secret litigation, Eastern District of Pennsylvania. Defeated preliminary injunction motion. Resolved in mediation. Client retained position at new company. 2024.

Breach of contract appeal — represented respondent. Appeal defeated in full with costs and attorneys' fees awarded to client. 2024.

Resolved pre-filing

$1.3M UCC breach of contract — represented steel parts supplier. Recovered full amount including disputed in-process inventory. Business relationship preserved, enabling additional $1.1M in subsequent orders. 2024.

Airport authority — $500,000 penalty reduced to $60,000 with payment plan. Four weeks of representation. 2023.

Seven-figure breach of contract settlement — represented data company against unicorn startup. 2017.


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PRACTICE AREAS
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Primary: Business Litigation

Additional: Business & Corporate, Intellectual Property Litigation, Securities Litigation, Securities & Corporate Finance

Practice areas

Business Litigation, Alternative Dispute Resolution, Appellate, Business/Corporate, Intellectual Property Litigation, Securities Litigation

First Admitted: 2009, California

Professional Webpage: https://natekelly.com/about-nate-kelly

Bar / Professional Activity

  • San Francisco Bar Association Legislative Delegatation Executive Committee; Vice-Chair 2018. , 2015

Verdicts / Settlements (Case Results)

  • Breach of Fiduciary Duty & Trade Secret Misappropriation — $7,418,642 JudgmentRepresented a 50% co-founder after his co-owner secretly formed a competing entity while still serving as manager of the original company, and took all company assets — including a proprietary lead-screening algorithm, customer lists, sales scripts, computers, and cash. The respondent then actively solicited existing customers to cancel their policies and purchase from the competing entity. AAA arbitrator found willful and malicious misappropriation of trade secrets and breach of fiduciary duty by clear and convincing evidence. Award subsequently confirmed as a judgment by the Superior Court of California, County of Orange. Judgment of $7,418,642.57 — $5,000,000 in compensatory damages, $2,000,000 in exemplary damages, $337,217.57 in attorneys' fees, and $35,763.50 in arbitration costs. Respondent terminated as manager and member of the company. , 2026
  • UCC Breach of Contract — $1.3M Pre-FilingRepresented steel parts supplier with $700K in outstanding invoices and $700K in in-process inventory after unicorn startup experienced funding issues. Recovered full ask pre-filing. Business relationship preserved, enabling additional $1.1M in subsequent orders., 2024
  • Minority Shareholder Buyout — $3.5MRepresented 20% minority owner terminated, excluded from distributions, and sued for trade secret misappropriation. Secured $3.5M buyout through mediation after 16 months of litigation., 2025
  • Property Partition — Bench TrialRepresented defendant in four-year partition action. Following bench trial, client received 76% of $1,530,000 in sale proceeds., 2025
  • Judgment After Bench Trial — Hostile Takeover DefeatedRepresented board of a California corporation against plaintiff claiming to be an authorized director and seeking to assert control. Court granted defendants' motion for judgment under CCP §631.8 after plaintiff's case-in-chief. Complaint dismissed with prejudice on all causes of action., 2025
  • Appellate Victory — Breach of ContractRepresented respondent in breach of contract appeal following bench trial. Defeated appellant's claims on incorporation by reference and parol evidence rule. Appeal defeated in full. Costs and attorneys' fees awarded to client., 2024
  • Complex Business Litigation / Derivative Action Representing clients who had lost their investments in a private company, the Law Offices of Nate Kelly successfully litigated a derivative action against the Board of Directors for supporting a failed hostile take-over bid., 2022
  • Data Company v. Silicon Valley Unicorn After a billing dispute unravelled the business relationship between our client, an international data provider, and a Silicon Valley Unicorn company in the home improvement space, I was retained to enforce the terms of their contract. The contract was clear that my client was to be paid per block of approved data but there was a dispute about the standard for quality and approval process. After and extensive negotiation, which continued daily for a month, we were able to secure payment of $900,000 (more than 90% of the contract value)., 2018

Videos

Representative Clients

  • Lil Yachty Is Latest Investor As Sunglasses Brand Futuremood Expands Its Pop Culture Lens. Nate Kelly led negotiation to bring in Rap/Pop Superstar as a lead investor and collaborator to the sunglasses brand, Futuremood. We negotiated and completed a unique investment, collaboration, and licensing agreement, which sets a new standard for celebrity - brand partnerships. See, https://www.forbes.com/sites/cathyolson/2022/07/07/lil-yachty-is-latest-investor-as-sunglasses-company-futuremood-expands-its-pop-culture-lens/amp/., 2022
  • Venice Ball, LLC: Represent the founders and owners of the Venice Basketball League. Outside GC handling all legal matters, including content clearance, promotions, and trademark expansion. See, http://www.veniceball.com/., 2021
  • The Chainsmokers Limited, Mood-Altering Shades With Futuremood; Major Endorsement Deal. Nate Kelly led and completed a negotiated investment, collaboration, and licensing agreement between client, Futuremood Studios, and international DJ duo The Chainsmokers. See, Chainsmokers Futuremood Mood Altering Shades, 2022
  • Complex Business Litigation / Derivative Action Settlement Representing clients who had lost their investments in a private company, the Law Offices of Nate Kelly successfully litigated a derivative action against the Board of Directors for supporting a failed hostile take-over bid., 2022
  • Data Company v. Silicon Valley Unicorn After a billing dispute unravelled the business relationship between our client, an international data provider, and a Silicon Valley Unicorn company in the home improvement space, I was retained to enforce the terms of their contract. The contract was clear that my client was to be paid per block of approved data but there was a dispute about the standard for quality and approval process. After and extensive negotiation, which continued daily for a month, we were able to secure payment of $900,000 (more than 90% of the contract value)., 2018
  • Top Shelf Beverages, Inc. (aka Clearly Kombucha): http://www.clearlykombucha.com/about/ Outside General Counsel for one of the nation's largest kombucha companies. Represent on all aspects of the business, including Trademark protection. Recently had success defending TSB from a Trademark infringement lawsuit brought by the brand Clearly Canadian. See, http://tinyurl.com/p4tzrv8 
  • WebNX, Inc. http://webnx.com/ - Outside General Counsel handling all legal aspects of business, including a mult-year project to provide free-public Wifi to the city of Ogden Utah, including the development and installation of a large fiber loop. See, http://www.ogdencity.com/en/news/2013NewsYear/September/2014%20Enjoy%20Free%20Wi-Fi%20in%20Downtown%20Ogden.aspx.  

Transactions

  • Lil Yachty Is Latest Investor As Sunglasses Brand Futuremood Expands Its Pop Culture Lens Nate Kelly led negotiation to bring in Rap/Pop Superstar as a lead investor and collaborator to the sunglasses brand, Futuremood. We negotiated and completed a unique investment, collaboration, and licensing agreement, which sets a new standard for celebrity - brand partnerships. See, Forbes, Futuremood x Lil Yachty., 2022
  • The Chainsmokers Limited, Mood-Altering Shades With Futuremood Nate Kelly led and completed a negotiated investment, collaboration, and licensing agreement between client, Futuremood Studios, and international DJ duo The Chainsmokers. See, TheManual.com/Fashion/TCSxFM, 2022
  • Negotiated brand partnership, shoe deal, and multi-year sponsorship with PUMA on behalf of Veniceball LLC. , 2021

Pro bono / Community Service

  • The HoopBusNate Kelly is the CoFounder and Member of the Board of Directors of Hoop Bus Inc, an LA based 501c3 charitable organization combining basketball, art projects, charitable giving, and social justice activism. We believe basketball helps create a more connected world and use our vehicle or change to spread love through the game. See, NBATV x The HoopBus., 2020

Educational Background

  • JD, University of Southern California Gould School of Law, with High Honors, 2008
  • BA, University of Maryland, College Park, cum laude, Phi Beta Kappa, 2005

Other Outstanding Achievements

  • BA, cum laude, 2005
  • American Jurisprudence Award - Torts, 2006
  • Phi Beta Kappa membership. , 2005
  • Dean's Academic Scholar for Students in the Top 1% of Behavior Sciences Program, 2005
  • Member - MENSA 

Firm News (Newsletters)

  • When Your Business Partner Stops Acting Like One Most founder disputes don't start with a lawsuit. They start with a conversation that doesn't go well — about direction, about money, about who's doing the work. By the time someone calls a lawyer, the relationship is already over. The question is just how much it's going to cost to untangle it. This guide is for founders, co-founders, and business partners who are in that in-between stage: the relationship has broken down, but nothing has been filed yet. That window — between the breakdown and the litigation — is where the most important decisions get made. What a Business Breakup Actually Involves A business breakup is not just the end of a working relationship. It's a legal event that touches equity ownership, intellectual property, client relationships, contracts, and in some cases, personal liability. The legal issues that arise depend heavily on how the business is structured and what agreements exist between the parties. In a corporation, the dispute is largely governed by the shareholder agreement, the bylaws, and California corporate law. In an LLC, the operating agreement controls most of what happens. In a partnership — especially an informal one — the dispute may be governed largely by default statutory rules, which rarely reflect what anyone actually intended. The Most Common FlashpointsEquity ownership — one party believes they own more of the company than the other acknowledges, often because of oral agreements or undocumented understandingsVesting and cliff disputes — a co-founder is pushed out before their equity vests, or the triggering conditions for vesting are disputedCompensation imbalances — one founder has been drawing a salary the other considers excessive, or one has been contributing capital without adequate creditIP ownership — who owns the technology, the brand, or the client list after the splitNon-compete and non-solicitation — one party starts a competing business or solicits shared clients or employees The Cost of Waiting The most common mistake we see is waiting too long to get legal advice. California has statutes of limitations on many of the claims that arise in business breakups. Evidence can be destroyed or altered. The party that moves first — whether to secure assets, file a demand, or initiate litigation — often has a structural advantage that the other party spends the rest of the dispute trying to overcome.Read the full article at natekelly.com →, When Your Business Partner Stops Acting Like One: A Legal Guide to Founder Fallouts, Startups & Venture-Backed Companies, Technology, Financial Services
  • Why Earn-Out Disputes Are the Most Litigated Term in M&A Agreements Earn-outs are supposed to solve a problem. When a buyer and seller can't agree on what a business is worth today, an earn-out allows them to bridge the gap. In practice, earn-outs generate more post-closing litigation than almost any other term in an acquisition agreement. Why Earn-Outs Are Structurally Prone to Dispute The fundamental problem with earn-outs is that they create a conflict of interest that survives closing. The buyer, who now controls the business, has an economic incentive to manage it in ways that minimize the earn-out payment. The seller, who no longer controls the business, has an economic incentive to maximize it. This conflict plays out in predictable ways: changing accounting methods, shifting revenue between periods, loading costs into the earn-out period, or making business decisions that suppress the relevant metric. The Most Litigated ProvisionsDefinition of the metric — ambiguities in what's included and excluded become the battlefield in litigationAccounting standards — whether GAAP applies, which GAAP, and whether the buyer can change methods after closingOperational covenants — whether the buyer agreed to operate the business in a manner consistent with past practiceThe implied covenant of good faith — buyers who manage the business specifically to suppress the earn-out may violate this covenant even without violating the letter of the agreement What Sellers Can Do Before signing: tight metric definitions, operational covenants, audit rights, dispute resolution mechanisms, and acceleration provisions. After closing: preserve communications, exercise audit rights early, and document every business decision that appears designed to suppress the metric. California provides meaningful remedies for sellers — breach of contract, breach of the implied covenant of good faith, and in cases of intentional manipulation, fraud. The earlier you engage counsel, the more options you have.Read the full article at natekelly.com →, Why Earn-Out Disputes Are the Most Litigated Term in M&A Agreements, Private Equity & Investment, Financial Services, Startups & Venture-Backed Companies
  • What 'Breach of Fiduciary Duty' Actually Means for Minority Shareholders Few phrases get thrown around more loosely in business disputes than "breach of fiduciary duty." It is also one of the most powerful legal claims available to minority shareholders — when it actually applies. What a Fiduciary Duty Is A fiduciary duty is a legal obligation to act in the best interests of another party. In a corporate context, directors and officers owe fiduciary duties to the company and its shareholders. The two primary duties are:The duty of care — the obligation to make decisions in an informed, deliberate manner with the diligence of a reasonably prudent personThe duty of loyalty — the obligation to put the interests of the company and shareholders ahead of personal interests, and to avoid conflicts of interest Of the two, the duty of loyalty generates most of the litigation. What a Breach Looks Like in PracticeSelf-dealing transactions — a director or officer approves a transaction that benefits themselves or a related party at the company's expenseDiversion of corporate opportunities — an officer pursues a business opportunity that belonged to the company for personal gainImproper dilution — a controlling shareholder engineers a financing round that dilutes minority holders below economic significanceExclusion from governance — minority shareholders are denied information rights or excluded from board processesExcessive compensation — controlling shareholders pay themselves above-market compensation while withholding distributions from minority holders What Minority Shareholders Can Do California law provides meaningful remedies: derivative actions, direct claims, books and records demands under §220, and in extreme cases, judicial dissolution. Fiduciary duty claims in California are generally subject to a three-year statute of limitations — if you suspect a breach, the time to investigate is now.Read the full article at natekelly.com →, What 'Breach of Fiduciary Duty' Actually Means for Minority Shareholders, Financial Services, Private Equity & Investment, Technology
  • What California Founders Need to Know Before a Partner Dispute Turns Into Litigation Founder disputes are among the most emotionally charged and legally complex situations a business owner can face. The decisions you make before anything is formally filed often determine the outcome months later at the settlement table or in court. The Dispute Is Already Legal, Even If Nothing Has Been Filed A common mistake is treating a founder dispute as a business problem until it becomes a legal one. It's already a legal problem the moment one party believes their rights are being violated. Once a dispute reaches the point where one party has consulted an attorney, you should assume the other party has as well — or will soon. Three Factors That Determine the Outcome1. The governing documents. What does the shareholder agreement actually say? What do the bylaws provide? Many founders are surprised to discover that agreements they signed years ago — often quickly, often without careful review — now govern exactly the situation they're in.2. The paper trail. Courts and arbitrators reconstruct intent from documents. Emails, texts, term sheets, pitch decks, meeting minutes, and financial statements all become relevant. Before you do anything else in a founder dispute, preserve your access to records and document what you remember about agreements made verbally or informally.3. Who acts first. The party that moves first in a founder dispute has structural advantages. They choose the timing. They control the initial framing of the dispute. This doesn't mean you should act rashly — it means you should act with counsel, and soon. What California Law Provides California law gives founders and shareholders meaningful remedies when their rights are violated — claims for breach of fiduciary duty, minority shareholder oppression, breach of the implied covenant of good faith, and derivative claims on behalf of the company. Some of these claims have statutes of limitations as short as one to three years from when the violation occurred or should have been discovered.Read the full article at natekelly.com →, What California Founders Need to Know Before a Partner Dispute Turns Into Litigation, Startups & Venture-Backed Companies, Technology, Private Equity & Investment
  • On our blog you can read about the latest trends on important topics like non-disclosure agreements (NDAs), trademarks, derivative actions, and more. , Trending Topics, Startups, Financial, Securities, Fashion

Honors

  • Super Lawyer, Super Lawyers, 2026
  • Selection to America’s Top 100 Bet-the-Company Litigators® is by invitation only and is reserved to identify the nation’s most exceptional trial attorneys in High Stakes Business Litigation matters.  To be considered for selection, an attorney must have litigated (for either plaintiff or defendant) a matter with the fate of a business worth at least $2,000,000 at stake. These minimum qualifications are required for initial consideration.  Thereafter, candidates are carefully screened through comprehensive Advanced Data Analytics based on a broad array of criteria, including the candidate’s professional experience, litigation experience, significant Business Litigation case results, representative Bet-the-Company matters, peer reputation, and community impact in order to rank the candidates throughout the state.  Only the top 100 qualifying attorneys in each state will receive this honor and be selected for membership among America’s Top 100 Bet-the-Company Litigators®.  With these extremely high standards for selection to America’s Top 100 Bet-the-Company Litigators®, less than one-half percent (0.5%) of active attorneys in the United States will receive this honor — truly the most exclusive and elite level of Business Litigators in the community., America’s Top 100 Bet-the-Company Litigators®, Americas Top 100 Attorneys, 2025
  • Selection to America’s Top 100 Bet-the-Company Litigators® is by invitation only and is reserved to identify the nation’s most exceptional trial attorneys in High Stakes Business Litigation matters.  To be considered for selection, an attorney must have litigated (for either plaintiff or defendant) a matter with the fate of a business worth at least $2,000,000 at stake. These minimum qualifications are required for initial consideration.  Thereafter, candidates are carefully screened through comprehensive Advanced Data Analytics based on a broad array of criteria, including the candidate’s professional experience, litigation experience, significant Business Litigation case results, representative Bet-the-Company matters, peer reputation, and community impact in order to rank the candidates throughout the state.  Only the top 100 qualifying attorneys in each state will receive this honor and be selected for membership among America’s Top 100 Bet-the-Company Litigators®.  With these extremely high standards for selection to America’s Top 100 Bet-the-Company Litigators®, less than one-half percent (0.5%) of active attorneys in the United States will receive this honor — truly the most exclusive and elite level of Business Litigators in the community., America’s Top 100 Bet-the-Company Litigators®, Americas Top 100 Attorneys, 2026
  • Super Lawyer, Super Lawyers, 2025
  • Nate Kelly has been awarded a Rising Star by Super Lawyers for Business/Corporate 2016-2022. , Super Lawyers Rising Star, Super Lawyers, 2022

Industry Groups

  • Financial Services
  • Private Equity & Investment
  • Startups & Venture-Backed Companies
  • Technology

Office location for Nate Kelly

9100 Wilshire Blvd
East Tower - Suite 725
Beverly Hills, CA 90212

Selections

1 Year Super Lawyers
7 Years Rising Stars
  • Super Lawyers: 2026
  • Rising Stars: 2016 - 2022

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