Karen Pelzer
  1. Counsel

Ms. Pelzer is counsel in Davis Polk’s Financial Institutions Group in New York. Upon joining the firm in 2008, she was a member of the Mergers and Acquisitions Group and provided corporate advice on public and private M&A transactions. In 2011, she joined the Financial Institutions Group, where she provides U.S. bank regulatory advice. Her practice focuses on the impact and implementation of financial regulation, including financial services reform, and the preparation of living wills. She also advises on M&A transactions involving financial institutions. Her clients include many of the largest U.S. and foreign financial institutions.

Work Highlights

U.S. Bank Regulatory Advice

Ms. Pelzer has provided bank regulatory advice in connection with:

  • The combination of Santander Asset Management with UniCredit’s Pioneer Investments into a €353 billion global asset management firm
  • The separation of Sallie Mae and Navient into two separate companies, including regulatory advice on underlying transactional, corporate and commercial documents and SEC filings
  • The implementation of Regulation YY, including the establishment of U.S. intermediate holding companies by foreign financial institutions
  • Resolution plans required under Title I of the Dodd-Frank Act and implementing regulations
  • Regulatory implications of the Bank Holding Company Act, including control determinations, internal reorganizations, permissible expansion of activities, including under Regulation K, and submissions of related applications
  • Public and private offering and disclosure documents
Mergers and Acquisitions Work

While in the Mergers and Acquisitions Group, Ms. Pelzer was involved in the:

  • Sponsors in connection with the backstop of a $355 million equity rights offering to finance Cooper-Standard Automotive’s emergence from Chapter 11
  • Acquisition of Protection One, Inc. by GTCR by way of a tender offer to acquire all of the outstanding Protection One common stock followed by a merger to acquire all remaining outstanding shares
  • $3.1 billion acquisition of The Procter & Gamble Company’s pharmaceutical business by Warner Chilcott plc
  • Formation of Morgan Stanley Smith Barney, a joint venture combining Morgan Stanley’s Global Wealth Management Group and Citi’s Smith Barney

Professional History

  • Davis Polk since 2008
  • Hengeler Mueller, 2005-2008

Bar Admissions

  • State of New York
  • Frankfurt, Germany

Education

  • Erste Juristische Staatsprufung, University of Cologne, 1999
    • with honors
  • Diplom-Kauffrau, University of Hagen, 2002
  • Ph.D., University of Bonn Faculty of Law, 2003
    • magna cum laude
  • Juristische Staatsprufung, Oberlandesgericht Koln, 2004
  • LL.M., Columbia Law School, 2011
    • Harlan Fiske Stone Scholar

Languages

  • German
  • Spanish