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Richard R. Kelly

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Education

  • Harvard University (JD)
  • Dartmouth College (BA)
  • London School of Economics & Political Science (NDGC)

Bar Admissions

  • District of Columbia
  • Massachusetts

Rich concentrates on cross-border and domestic M&A representation and corporate fiduciary counseling. He co-heads the firm’s International Practice.

In his M&A and other transactional practice, Rich represents boards of public and privately held companies, board committees, and individual directors in a wide variety of business combination transactions and other circumstances. He also has broad corporate finance experience, representing entrepreneurs, companies, and investors. Much of his activity focuses on life sciences and other technology clients, increasingly in cross-border transactions.

In his fiduciary duty advisory practice, Rich is often called upon to advise companies, boards, and board committees regarding strategic alternatives, unsolicited takeover bids, activist shareholder interaction, antitakeover preparedness, and related-party matters involving heightened fiduciary duties.

He was instrumental in 2000 in establishing the firm’s New York office, now the firm’s second-largest office, serving as its founding Member.

Representative Matters

M&A & Other Transactional Practice

  • Spyglass, Inc. (NASDAQ: SPYG) underwriters in the first Internet company IPO, as well as issuers in multiple other public offerings, and companies and venture capital investors in numerous venture capital investments
  • America Online, Inc. (NYSE: AOL) in its acquisitions of CompuServe, Inc. (NASDAQ: CMPU), Mirabilis Ltd. (ICQ), Mindspring and other matters
  • Xyplex, Inc. in its sale to the Raytheon Company (NYSE: RTN)
  • Steinway Musical Properties, Inc. in its leveraged purchase from CBS and subsequent divestitures
  • Steinway Musical Properties, Inc. in its sale to the Selmer Company, renamed Steinway Musical Instruments, Inc. (NYSE: LVB)
  • Ekco Group, Inc. (NYSE: EKO) in its management buyout (MBO) and multiple later M&A transactions
  • Advantage Health Corporation (NASDAQ: ADHC) in its sale to HealthSouth Corporation (NYSE: HLS)
  • Atex Media Solutions, Inc. in multiple acquisitions, including that of Unisys Media with assets and operations in 15 countries
  • Atex Media Solutions, Inc. in its reorganization into a UK holding company, Atex Group Limited, and a rights offering and equity placement
  • Cedara Software Corporation (TSX: CDE / NASDAQ: CDSW) in its acquisition of eMed Technologies, Inc.
  • Lavastorm Technologies, Inc. in its sale to Martin Dawes Systems Limited
  • Fastclick, Inc. (NASDAQ: FSTC) sale to ValueClick, Inc. (NASDAQ: VCLK)
  • Funk Software, Inc. in its sale to Juniper Networks, Inc. (NYSE: JNR)
  • Visual Sciences, LLC in its sale to WebSideStory, Inc. (NASDAQ: WSSI)
  • The DeWolfe Companies, Inc. (AMEX: DWL) in its sale to Cendant Corporation (NYSE: CD)
  • Collective Brands, Inc. (NYSE: PSS) in its purchase of Stride Rite Corporation (NYSE: SRR) (Massachusetts counsel)
  • Hellman & Friedman in its purchase of Kronos Incorporated (NASDAQ: KRON) (Massachusetts counsel)
  • Engility Holdings, Inc. (NYSE: EGL) in its acquisition of Dynamics Research Corporation (NASDAQ: DRCO) (Massachusetts counsel)
  • Myrexis, Inc. (NASDAQ: MYRX) in its pursuit of strategic alternatives and extraordinary dividend to stockholders
  • Chyron Corporation (NASDAQ: CHYR) in its purchase of Hego AB
  • Datamarket ehf in its sale to Qlik Technologies Inc. (NASDAQ: QLIK)
  • Lumira Holdings Ltd in its expatriation to the U.K. and in connection with its private placements and acquisitions of connected health companies

Special Committee & Independent Director Representation

  • Ticketmaster (NASDAQ: TKTM) special committee in the sale of the public shareholders’ equity to IAC/InterActiveCorp (NASDAQ: IACI)
  • Terra Networks S.A., aka Terra Lycos (NASDAQ: TRLY), independent directors in a strategic agreement with its control shareholder, Telefónica S.A. (NYSE: TEF)
  • The Princeton Review, Inc. (NASDAQ: REVU) special committee in a Bain Capital-led strategic financing
  • TRC Companies, Inc. (NYSE: TRR) special committee in a related-party PIPE financing
  • Alcon, Inc. (NYSE: ACL) independent director in the sale of the public shareholders’ equity to Novartis AG
  • deCODE genetics, Inc. (NASDAQ: DCGN) special committee in its sale to Saga Investments LLC
  • Orchid Cellmark, Inc. (NASDAQ: ORCH) special committee in its sale to Laboratory Corp. of America Holdings (NYSE: LH)
  • Steinway Musical Instruments, Inc. (NYSE: LVB) special committee in various related-party matters
  • Macquarie Infrastructure Company, LLC (NYSE: MIC) independent directors in various related-party matters

Recognitions & Awards

  • Martindale-Hubbell AV Preeminent

Professional & Community Involvement

  • Member, American Bar Association, International Law Committee
  • Member, Massachusetts Bar Association
  • Member, Boston Bar Association
  • Member, International Bar Association, Closely Held and Growing Business Enterprises Committee
    • 2013 Annual Conference Panelist (Shareholder Agreements and Shareholder Disputes)
    • 2014 Annual Conference Panelist (Structuring Social Entrepreneurship Organisations)
    • 2014 Silicon Valley: Startup to Exit Conference, Panel Organizer
    • 2015 Annual Conference Panelist (Trends in Venture Capital and Corporate Finance for Privately-Held Companies)
    • 2015 World Life Sciences Conference, Corporate Finance Panel Co-Chair and Support Committee Member (upcoming)
  • Animal Rescue League of Boston, President’s Council