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Richard R. Kelly

Member / Chair, International Practice

[email protected]

+1.617.239.8491

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Rich brings a global focus to his corporate and securities and mergers and acquisitions practices. He handles cross-border deals for life sciences and technology clients. During transactions, he counsels public and privately-held companies, board committees, and individual directors. Assisting companies with corporate fiduciary issues, including activist shareholder demands, is the other major component of his practice. Rich was the founding member of the firm’s New York office in 2000, having earlier served in firm management committee capacities while in Boston.

Rich concentrates on cross-border and domestic M&A representation and corporate fiduciary counseling. He serves as Chair of 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, frequently in cross-border transactions and establishing a U.S. presence for non-U.S. parties.

In his fiduciary duty advisory practice, Rich is often called upon to advise companies, boards, and board committees regarding strategic alternatives, 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. 

Education

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

Experience

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
  • Empresaria Group Plc (AIM) in its acquisition of Pharmaceutical Strategies, LLC and related companies
  • Erwin Hymer Group AG in the acquisition of Roadtrek Motorhomes, Inc.
  • International Planning Group in its acquisition by Hyperion Insurance Group Ltd.

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

Recognition & Awards

  • Martindale-Hubbell AV Preeminent

Involvement

  • Member, American Bar Association, Section of International Law and Business Law Committee
  • Member, Massachusetts Bar Association
  • Member, Boston Bar Association
  • Member of Board of Directors and Secretary, Animal Rescue League of Boston
  • 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 World Life Sciences Conference, Corporate Finance Panel Co-Chair and Support Committee Member
  • 2015 Annual Conference Panelist (Trends in Venture Capital and Corporate Finance for Privately-Held Companies)
  • 2016 World Life Sciences Conference, Support Committee Member
  • 2016 Annual Conference Co-Moderator (Lobbying - Intersection of Business, Politics and the Legal Profession)
  • 2018 World Life Sciences Conference, Executive Committee Member
  • 2018 Annual Conference, Co-Moderator (Multilateral Agreements to Protect Shareholders and Creditors) [upcoming]

Recent Insights

News & Press

News & Press

Six Mintz Members will speak at the 2016 International Bar Association Conference. The Members are Robert I. Bodian, Richard R. Kelly, Heidi A. Lawson, Bruce D. Sokler, Stephen M. Weiner, and Laura Bange Stephens.

Events

Moderator
Oct
7
2018

IBA Annual Conference Rome 2018

International Bar Association

Roma Convention Center La Nuvola, Viale Asia, Rome, Italy

Speaker
Panelist
Oct
7
2015

Private Equity in Early Stage Start-Ups

International Bar Association (IBA) Annual Conference

Austria Center Vienna, Vienna, Austria