Diane Frankle concentrates in mergers and acquisitions, corporate governance, disclosure, anti-takeover counseling, internal investigations, public offerings, and executive compensation. Among her clients are publicly traded and privately held companies engaged in U.S. and cross-border mergers, acquisitions and leveraged buyouts.
Ms. Frankle regularly advises clients in a wide variety of mergers, acquisitions and change of control transactions. She also advises boards of directors, and audit, compensation, nominating and special committees, including representation on corporate governance matters, disclosure issues, and in internal investigations and related party transactions. Ms. Frankle represents public companies in the implementation of anti-takeover measures, disclosure obligations, executive compensation issues and insider trading compliance. She also represents companies in public and private offerings of equity, strategic alliances and joint ventures.
Ms. Frankle is a member of the ABA's M&A Committee and co-chairs the ABA's Joint Task Force on Governance Issues in Business Combinations and the ABA's Delaware Business Law Forum. She chaired the ABA's Subcommittee on Public Company Acquisitions and a related Task Force from 1997-2011, and was the editor of the ABA Model Merger Agreement for the Acquisition of a Public Company (2011). She also served on the State Bar of California Business Law Section Corporations Committee from 1992-1996, was co-chair of that Committee from 1995-1996 and was the editor-in-chief of the State Bar's Guide to California Securities Law Practice.
The respected English research publisher Chambers & Partners has frequently listed her in Chambers USA: America's Leading Lawyers for Business, noting that she "impresses observers with her technical ability," that she is respected for "bringing technical skill and excellent client service to deals," and that she "earns praise for her knowledge, judgment, and communication skills" and "is great at translating theory into workable advice." A Chambers source praised that Ms. Frankle "keeps calm during tense and difficult negotiations. She has a very measured style, but there's a real tiger lurking beneath the exterior when you need it." Ms. Frankle is also lauded in Legal 500, which comments that she "is at the top of her game with the M&A practice. She is a nationally recognised expert in this field in the US and has great experience and judgment. She provides excellent insights and advice in the high tech arena ... has a keen understanding of business objectives and knows how to balance corporate interests with regulatory requirements." In addition, she was selected for Bar Register of Preeminent Women Lawyers in 2011, a recognition of her AV Preeminent rating - the highest peer review rating available through Martindale-Hubbell.
Ms. Frankle is also listed in The Best Lawyers in America, Who's Who Legal: The International Who's Who of Business Lawyers, The International Who's Who of Merger & Acquisition Lawyers 2010, Chambers Global Guide, PLC Which Lawyer? Yearbook 2009, the Guide to the World's Leading Women in Business Law, in San Francisco magazine, as a Northern California Super Lawyer in the Mergers & Acquisitions, Corporate Governance & Compliance, and Business/Corporate categories, and in the San Francisco Business Times and the San Francisco Chronicle as one of the best lawyers in the San Francisco Bay area.
The Silicon Valley/San Jose Business Journal named Ms. Frankle among the 2010 Women of Influence in Silicon Valley. In 2009, she was the recipient of the Association of Corporate Growth Outstanding Membership Award, presented at the ACG Silicon Valley Grow Awards, an annual event honoring the highest growth companies in Silicon Valley.
Representative Matters
ˇ Representation of a storage solutions company in its acquisition by a publicly-traded designer of semiconductors and software that accelerate storage and networking for $400 million.
ˇ Representation of a California-based medical liability insurance company in its acquisition of a Texas-based medical professional liability insurance company and its wholly-owned subsidiary.
ˇ Representation of the Special Committee of a designer, manufacturer and supplier of memory modules and data-storage products in the company's acquisition by two private equity firms for $645 million.
ˇ Representation of a U.S.-based publicly held Mexican fast casual restaurant chain in its acquisition by a private equity firm for $91 million.
ˇ Representation of a China-based software solutions company in its merger with a China-based company offering software solutions and IT services, valued at $733 million.
ˇ Representation of a Brazil-based global IT services provider in its acquisition of a U.S.-based, publicly held global service desk, IT infrastructure management and technical support outsourcing provider to medium and large companies, for $93 million.
ˇ Representation of a global designer, manufacturer and marketer of industrial and consumer products in its acquisition of a developer and manufacturer of high-speed signal integrity test and measurement instrumentation for the computer, storage and communications industries.
ˇ Representation of a market leader in data integrity software in its acquisition by the world's top provider of computer products and services.
ˇ Representation of the Special Committee of a developer and manufacturer of products used to treat spinal disorders in its acquisition of a French-based spine-focused medical device company for $116 million.
ˇ Representation of a U.S.-based publicly held enterprise software company in its acquisition by a UK-based multinational enterprise software and information technology business for $113 million.
ˇ Representation of a publicly held supplier of information storage solutions in its acquisition by a publicly held worldwide leader in the design, manufacturing and marketing of hard disk drives for $1.9 billion.
ˇ Representation of a publicly held network security company in its acquisition by a publicly held network security and network management company for $268 million.
ˇ Representation of a publicly held network security company in its defense against hostile tender offer by a hedge fund.
ˇ Representation of a global designer, manufacturer and marketer of industrial and consumer products in its acquisition of a wireless network assurance startup company.
ˇ Representation of a premier publicly held supplier of semiconductors and integrated circuit devices in its acquisition of publicly held leader in the design and manufacture of state-of-the-art mixed-signal and digital products for $915 million.
ˇ Representation of a premier publicly held supplier of semiconductors and integrated circuit devices in its acquisition of a Nasdaq-traded designer and marketer of analog, mixed-signal and non-volatile memory products for $96 million.
ˇ Representation of a publicly held leading outsource provider of mortgage and fleet management services in its acquisition by a global fleet management company and a global private investment and advisory firm for $1.8 billion (terminated).
ˇ Representation of a publicly held supply-chain software company in its acquisition of another publicly held supply-chain software company for $346 million (terminated).
ˇ Representation of a publicly held supply-chain software company in its acquisition of another publicly held supply-chain software company for $211 million.
ˇ Representation of a manufacturer of medical devices and software in its acquisition of two suppliers of software used in the planning of radiotherapy and radiosurgery treatments.
ˇ Representation of a manufacturer of medical devices and software in its acquisition of the largest independent distributor of medical X-ray tubes in China.
ˇ Representation of an information technology manufacturer in its acquisition by another information technology products manufacturer for $90 million.
ˇ Representation of a Nasdaq-traded leader in video editing software and hardware in its acquisition by a publicly held provider of digital media solutions for $462 million.
ˇ Representation of a biotechnology company in its acquisition of a developer of pharmaceutical products for $475 million.
ˇ Representation of a software developer in its acquisition by another software company for $50 million.
ˇ Representation of The Special Committee of a publicly held developer and manufacturer of analytical instrumentation in its consideration of acquisition by another publicly held provider of high-performance scientific instruments and solutions for $195 million.
ˇ Representation of a hardware assisted design verification firm in its hostile-bidder acquisition by the world leader in electronic hardware and software design solutions for $110 million.
ˇ Representation of a manufacturer of records management products in its successful defense against a proxy contest to replace incumbent directors.
ˇ Representation of a Nasdaq-traded supplier of information storage solutions in its acquisition of the hard drive business of a publicly traded hardware and storage solutions company for $1.0 billion.
ˇ Representation of a designer and manufacturer of semiconductor wafer processing equipment in its simultaneous acquisition of the semiconductor equipment division of a German-based electronics company and a U.S.-based publicly held semiconductor company for $645 million.
ˇ Representation of a publicly held provider of high-speed Internet access via telephone lines in its acquisition by a large satellite broadcaster for $220 million.
ˇ Representation of a developer of Internet security software by the world's top provider of computer products and services for $115 million.
Civic and Charitable
ˇ Chairman of the Board, ALearn, a non-profit educational organization working to help more underrepresented students prepare for and complete college.
ˇ Board of Directors, Association for Corporate Growth, Silicon Valley Chapter.
ˇ ACG Silicon Valley Board of Directors Outstanding Member of the Year 2008.
ˇ All Saints Episcopal Church, Palo Alto: Senior Warden (2007-2008); Vestry (2005-2008); Search Committee (2004 and 2010); and Co-Chair of Stewardship Committee and Every Member Canvass (1995-1997).
News
February 18, 2011, Leading Corporate Attorney Diane Frankle Joins Kaye Scholer's Palo Alto Office
Experience
April 26, 2011, Kaye Scholer Represents SMART Modular Technologies in Acquisition by Silver Lake Partners and Silver Lake Sumeru
Events
March 29, 2012, and March 30, 2012, Diane Holt Frankle and Yingxi Fu to Speak at Shanghai and Beijing Seminars, "Protecting Directors in Today's Governance Climate"
March 6, 2012, Diane Holt Frankle Speaks at Webinar on Negotiating the Termination Provisions in a Public Company Acquisition Agreement
January 30, 2012, Diane Holt Frankle and Alice Young Participate in Women in M&A Reception
January 12, 2012, Diane Holt Frankle to Speak at PLI's New Program "Silicon Valley Corporate Law Update: Start-Ups, Financings, IPOs, M&A"
September 21-23, 2011, Joel Greenberg, Diane Holt Frankle and Farhad Jalinous Will Speak at ABA Business Law Section's Global Business Law Forum
September 21, 2011, What is the price of doing business in the US?
May 10-11, 2011, Diane Holt Frankle Speaks at PLI's Acquiring or Selling the Privately Held Company 2011
April 14-16, 2011, Diane Holt Frankle Leads Panel at the 2011 ABA Business Law Section, Spring Meeting
November 6, 2010, Speaker, "M&A from a Lawyer's Perspective," UC Davis Graduate School of Management - Tech M&A
August 13, 2010, Speaker, "California Program for Entrepreneurship - Exit Strategies," Santa Clara University Leavey School of Business
August 8, 2010, Panelist, "What Happens When the Poison Pill is Actually Used? Selectica and Other Rights Plan Developments," ABA Summer Meeting
Publications
Winter 2012, M&A and Corporate Governance Newsletter - Winter 2012
January 25, 2012, Diane Frankle Contributor to Latest Edition of Tales from the M&A Trenches
Winter 2011-2012, Investment Funds Newsletter
January 11, 2012, The Value of A Well Functioning, Independent Special Committee Is Highlighted by the Recent Delaware Chancery Decision, In Re Southern Peru
2012, "Fiduciary Duties of Directors Considering a Proposal for an Acquisition of a Privately Held Company," PLI
2012, "Fiduciary Duties in Considering Deal Lockups: What's a Board to Do?" PLI
December 23, 2011, Important Modifications to Accredited Investor Definition - Effective Late February 2012
Fall 2011, M&A and Corporate Governance Newsletter
October 2011, Lessons for Boards of Directors from In Re Del Monte Foods Company Shareholder Litigation
Summer 2011, M&A and Corporate Governance Newsletter
August 2011, Diane Holt Frankle Editor of ABA's Model Merger Agreement for the Acquisition of a Public Company
Spring 2011, M&A and Corporate Governance Newsletter
2011, "Fiduciary Duties of Directors Considering a Proposal for an Acquisition of a Privately Held Company," PLI
2011, Editor, Model Merger Agreement for the Acquisition of a Public Company, published by the American Bar Association's Merger and Acquisition Committee
2010, "Fiduciary Duties in Considering Deal Lockups: What's a Board to Do?" ABA National Institute
2007, "The Mergers & Acquisitions Handbook - A Practical Guide to Negotiated Transactions," published by Bowne
2006, "Inside the Minds: Mergers & Acquisitions Best Practices: Leading M&A Lawyers on the Due Diligence Process, Structuring the Deal, and Negotiating Purchase Price," Aspatore Books
2004, Editor in Chief, "Guide to California Securities Law Practice," published by the Corporations Committee of the California State Bar Business Law Section
Media
December 6, 2011, SAP to Buy SuccessFactors for $3.4 Billion
May 17, 2011, Diane Holt Frankle Quoted in Compliance Week
Recognition
August 31, 2011, Best Lawyers 2012 Recognizes 39 Kaye Scholer Attorneys
August 29, 2011, Diane Holt Frankle Recognized by The Best Lawyers in America (2012) for Corporate Compliance Law, Corporate Governance Law, and Mergers & Acquisitions Law
August 1, 2011, William Sloan Coats and Diane Holt Frankle Recognized as 2011 Northern California Super Lawyers
June 13, 2011, Kaye Scholer Recognized in Chambers USA: America's Leading Lawyers for Business (2011)