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Daniel G. Kelly, Jr.
Senior Counsel

Daniel G. Kelly, Jr. is senior counsel in Davis Polk's Corporate Department and a founding partner of the firm’s Northern California office. His practice focuses on mergers and acquisitions, capital markets transactions and joint ventures. He has significant experience in representing boards of directors in governance and sensitive corporate matters. Mr. Kelly has also been actively involved in a number of large financial restructurings as both a lawyer and, earlier in his career, an investment banker.

Mr. Kelly has served as the primary outside corporate counsel for several major clients, including E*TRADE Financial, Westar Energy and El Paso Electric Company. In this capacity, he regularly advises the board and management on legal and compliance issues and has represented these companies in a broad variety of transactions. He regularly represents issuers and underwriters in equity and debt offerings and private equity funds in acquisitions, divestitures and leveraged recapitalizations.

Mr. Kelly was a Notes and Comments Editor of the Columbia Law Review and a law clerk for the Chief Judge of the U.S. Court of Appeals for the Second Circuit. He began his legal career at Davis Polk in 1977 and spent two years in our Paris office, from 1980 to 1982. Before rejoining the firm as a partner in 1999, Mr. Kelly was a senior officer of a major investment banking firm, the chief legal officer of a New York Stock Exchange-listed corporation and a partner of a large international law firm.

Work Highlights

  • $2.5 billion sale of GSI Commerce, Inc. to eBay (counsel to Special Committee of Board of GSI Commerce)
  • $2.55 billion recapitalization of E*TRADE Financial Corporation by Citadel Investment Funds, and subsequent $2.2 billion equity sale/debt exchange 
  • Representation of the Getty family trusts in connection with their investment in Getty Images as part of an LBO with Hellman & Friedman and subsequent sale to Carlyle Group
  • Representation of a leading aircraft leasing company in connection with a 50/50 joint venture with Onex, a major Canadian private equity fund
  • Bankruptcy auction/sale of Frontier Airlines to Republic Airways
  • Sale by Westar Energy of its majority-owned, publicly traded subsidiary, Protection One
  • Acquisition of Hollywood Park Racetrack from Churchill Downs by Stockbridge Real Estate Investment Fund
  • Sale by El Paso Electric of its ownership interest in the coal-fired Four Corners Generating Plant to Arizona Public Service Company
  • Sale of World Kitchen Inc., manufacturer/marketer of Corelle, Pyrex, Corning Ware and other iconic brands, and a portfolio company of Oaktree and W Capital, to an affliiate of GP Investments
  • Leveraged recapitalization of Fender Musical Instruments Corp. by Goldman Sachs Credit Partners
  • Chapter 11 reorganization of El Paso Electric, and issuance by Niagara Mohawk of debt and common stock, which was the culmination of a recapitalization
  • Represented Silicon Graphics, Mercury Interactive, Ventro Corporation, BlueKite and other technology companies in connection with debt tender offers, repurchases and other restructuring transactions
  • Represented California Public Utilities Commission and UBS Warburg in the financing of a Chapter 11 plan of reorganization for Pacific Gas and Electric Company


Mr. Kelly is recognized as a leader in the legal industry:
  • California Lawyer – CLAY “Attorney of the Year” Award for “extraordinary achievement in Transactional Law” ($2.5 billion acquisition of GSI Commerce Inc. by eBay), 2012
  • “BTI Client Service All-Star” in a BTI Consulting Group survey of corporate counsel at Fortune 1000 organizations

He is consistently recognized as a leading lawyer in several legal industry publications:

  • Practical Law Company’s Cross-border Mergers and Acquisitions Handbook
  • Who’s Who Legal: California, Who’s Who Legal–International Who’s Who of Corporate Governance Lawyers and Who’s Who Legal–International Who’s Who of Business Lawyers

Of Note

  • Frequent speaker and panelist, including at Stanford Directors’ College (four-time chair of well-regarded panel on "Role of the Lead Director") and regular teaching of “Deals” courses at Stanford, Columbia and New York University Law Schools

Professional History

  • Senior Counsel, Davis Polk since 2016
  • Partner, Davis Polk, 1999-2015
  • Partner, Executive Committee, Sidley & Austin, 1990-1999
  • Partner, Managing Partner, Manatt Phelps, 1987-1990
  • Senior Vice President and General Counsel, Kaufman and Broad, 1985-1987
  • Senior Vice President, Lehman Brothers, 1983-1985 
  • Associate, Davis Polk, 1977-1983
  • Law Clerk, Hon. Irving R. Kaufman, Chief Judge, U.S. Court of Appeals, Second Circuit, 1976-1977


  • 1600 El Camino Real
    Menlo Park, CA
    P: +1 650 752 2001
    F: +1 650 752 3601

Bar Admissions

  • State of California
  • State of New York
  • U.S. District Court, C.D. California
  • U.S. District Court, E.D. New York
  • U.S. District Court, S.D. New York


  • B.A., Yale College, 1973
    • magna cum laude
  • J.D., Columbia Law School, 1976
    • Harlan Fiske Stone Scholar
    • Notes and Comments Editor, Columbia Law Review