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 is also experienced with the General Corporation Law of the State of Delaware, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Limited Liability Company Act, and 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
Awards & Recognition
· Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America's Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
· Deal Team Member, The M&A Advisor, "Distressed M&A Deal of the Year (over $100mm)," Turnaround Awards, 2011
· Represented Healthsense, Inc., a leading provider of aging services technologies in connection with its acquisition by merger of WellAware Systems, Inc., a provider of vital wellness monitoring systems.
· Counseled an acquirer of more than 49% of the outstanding voting stock of a public company.
· Counseled a board of directors in connection with a proxy contest.
· Represented numerous targets and acquirers in merger and acquisition transactions.
· Represented several purchasers and sellers of significant assets.
· Represented numerous private equity firms, other investors and corporations in connection with stock purchases and issuances.
· Represented numerous borrowers in structured finance transactions relating to Delaware law and substantive consolidation.
· Litigated 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.
Publications & Presentations
Articles, Lectures & Publications
· 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