William M. Kelly

Partner

william.kelly@davispolk.com

Bill Kelly is a corporate partner and a founder of Davis Polk’s Menlo Park office. He primarily represents technology companies and their investors and advisers in mergers and acquisitions, strategic alliances, corporate governance and securities law compliance. He has been involved in some of the most significant M&A transactions in Silicon Valley and acts as regular corporate counsel to a number of tech companies. He also acts as special counsel to boards of directors, both tech and non-tech, in takeover defense and other sensitive situations.

Bill joined Davis Polk in 2000 from Silicon Graphics, where he spent six years as general counsel and in a variety of roles as a senior business executive. He was the head of the Menlo Park office until 2011, and is currently co-head of the firmwide corporate governance practice. He has been actively involved in Silicon Valley law and business since 1982.

Contact

Menlo Park
1600 El Camino Real
Menlo Park, CA 94025
P: 650-752-2003
F: 650-752-3603

Related Practices

Corporate
Technology

Bar Admissions

State of California
State of New York

Education

A.B., Columbia University, 1975
- cum laude
J.D., Columbia Law School, 1978
- Harlan Fiske Stone Scholar
- Board of Editors, Columbia Law Review

Work Highlights

Representations

Oracle in corporate governance matters and in numerous acquisitions of public and private companies, including its recent acquisitions of Art Technology Group and Phase Forward and its successful unsolicited offer for PeopleSoft
Palm in its sale to HP and in prior public-private investment rounds led by Elevation Partners
LoopNet in its sale to CoStar Group and Blue Coat Systems in its sale to Thoma Bravo
Buy-side public acquisitions for companies like KLA-Tencor, Affymetrix and Blue Coat Systems
Sell-side assignments for companies like AMI Semiconductor and Photon Dynamics
Private equity acquisitions and investments for Francisco Partners, including the formation of a flash memory joint venture with Intel and ST Micro
Special board counsel assignments for companies like KB Home, Guaranty Financial and LoopNet
Comcast in strategic intellectual property ventures with Microsoft, TV Guide and TiVo
Transactional, securities compliance and corporate governance advice for companies, including Palm, FormFactor, Affymetrix and Novellus

Recognition

Listed as a leading lawyer in several legal industry publications, including:

Chambers USA: America’s Leading Lawyers for Business
Practical Law Company’s Cross-border Mergers and Acquisitions Handbook
Law Business Research’s Who’s Who Legal: California
Daily Journal’s Top 100 California Lawyers
National Association of Corporate Directors, NACD Directorship 100 (2012)

Of Note

Speaking Engagements

PLI: Mergers & Acquisitions: What You Need to Know (2008-2010)
Stanford Directors College (2007)
Law Seminars International: West Coast Forum on Technology M&A (2006-2007)

Membership

Director and Chair, Audit Committee, MIPS Technologies

Professional History

Partner, Davis Polk, 2000-present
General Counsel, and other senior business roles, Silicon Graphics, Inc., 1994-1999
Shearman & Sterling, 1978-1994

News

Three Davis Polk Partners Named Top Lawyers in California

Davis Polk Advises FormFactor on Its Acquisition of MicroProbe

Davis Polk Advises Affymetrix, Inc. on Its Completed Acquisition of eBioscience Holding Company, Inc. and Related Financing

View More > >

Publications

September/October 2011

In the News: Exclusive Forum Charter and Bylaw Provisions | The Corporate Governance Advisor

January/February 2011

New ISS Policy Updates: Tougher Standards for 2011
The Corporate Governance Advisor

February 2010

Directors' Duties under the New SEC Rules on Disclosure Enhancement
Article: The Conference Board

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Client Publications

Compensation Committee and Adviser Implementation Begins July 1: What to Do Now
Client Newsflash

SEC Explains How to Use Social Media for Regulation FD Compliance
Client Memorandum

Delaware Court of Chancery Declines to Dismiss Claims Against U.S. Independent Directors for Failure to Monitor China-Based Company
Client Newsflash

View More > >

Events

Davis Polk Webcast - 2011 Proxy Season: Early Say-on-Pay Results and Key Planning Implications

Davis Polk Hosts Webcast on SEC Whistleblower Proposals

Davis Polk hosts Webcast: The New SEC Say-on-Pay Rule Proposals: Implications for the 2011 Proxy Season

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