Kelly A. Terribile has broad experience representing public and private companies in connection with mergers and acquisitions, recapitalizations, asset sales, and stock purchases and issuances, including contests for corporate control and going-private transactions. Kelly also has experience with respect to issues arising under the General Corporation Law of the State of Delaware, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Limited Liability Company Act, including opinions with respect to such statutes and Delaware law.
Areas of Concentration
· Mergers and acquisitions, recapitalizations, tender offers, asset sales, and stock purchase and issuances
· Board, committee and significant stockholder counseling and representation
· Corporate governance and corporate counseling
· Public and private entity representation from formation to dissolution
· Delaware opinions
Significant Representations
· Recently counseled an acquiror of more than 49% of the outstanding voting stock of a public company.
· Recently counseled a board of directors in connection with a successful proxy contest.
· Numerous representations of targets and acquirors in merger and acquisition transactions.
· Several representations of purchasers and sellers of significant assets.
· Numerous representations of private equity firms, other investors and corporations in connection with stock purchases and issuances.
· Numerous representations of borrowers in structured finance transactions relating to Delaware law and substantive consolidation.
· Litigation of corporate governance and fiduciary duty issues and issues arising under the General Corporation Law of the State of Delaware, Delaware Limited Liability Company Act and Delaware Revised Uniform Limited Partnership Act.
Awards & Recognition
· Selected, Winning Deal Team - Distressed M&A Deal of the Year (Over $100mm), 2011 Turnaround Awards, The M&A Advisor, 2011
Articles, Publications, & Lectures
Articles
· Co-Author, "Recent Developments in Delaware Corporate Law," Delaware Law Review, Vol. 7:2, 2004
· Author, "2002 Amendments to the Delaware General Corporation Law," Insights, Vol. 16, No. 10, October 2002
· Author, "2001 Amendments to the Delaware General Corporation Law," Insights, Vol. 15, No. 8, August 2001
· Co-Author, "Delaware Law and Director's Duties in Change of Control Transactions," Corporate Law and Practice Course Handbook, No. 45, Practicing Law Institute, 1999