attorneys : Michael K. Reilly
Mr. Reilly's practice involves counseling Delaware corporations on corporate law and governance issues arising in both routine operations and extraordinary transactions. He counsels Delaware corporations in connection with transactions such as mergers and acquisitions, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations and dissolutions. Mike advises directors, officers and board committees with respect to their fiduciary duties under Delaware law and provides written legal opinions regarding all aspects of the General Corporation Law of the State of Delaware and the governance of Delaware corporations.
Mike has authored a number of published articles on a broad range of corporate issues. Recent publications include "Cash/Stock Election Mergers: Recent Noteworthy Delaware Decisions" published in Deal Points: The Newsletter of the Committee on Mergers and Acquisitions of the Business Law Section of the American Bar Association, "Court of Chancery Provides Guidance on Top-Up Options" published in the Delaware Business Court Insider, "Post-Closing Earnouts in M&A Transactions: Avoiding Common Disputes" published in Deal Points, "Closing Adjustment Provisions in M&A Transactions: Avoiding Common Disputes" published in Deal Points, and "Recent Developments in Delaware Corporate Law," presented at the 22nd Annual Corporate Law Institute at Tulane University Law School in New Orleans, Louisiana on April 15-16, 2010.
In addition, Mike has served as a speaker on Delaware corporate law issues in a number of forums, including continuing legal education programs.
Representative Matters
IntercontinentalExchange in connection with its proposed acquisition of NYSE Euronext
Board of Directors of NRG Energy in connection with its merger with GenOn Energy
Google in connection with its recapitalization creating a new class of non-voting common stock
IntercontinentialExchange in connection with its joint bid with Nasdaq for NYSE EuroNext
Special Committee of the Board of Directors of The Mosaic Company in a transaction involving the split-off of the majority stake of Cargill, Inc.
Special Committee of the Board of Directors of McMoRan Exploration Co.in connection with a private issuance of $900 million in convertible securities
Continental Airlines in its merger with United Airlines
Board of Directors of NRG Energy in connection with Exelon's unsolicited tender offer
Liberty Media Corporation in connection with the combination of DirectTV and Liberty Entertainment
Liberty Media in connection with the proposed merger of Live Nation and Ticketmaster Entertainment and in connection with a transaction involving Sirius XM Radio
Green Courte Partners in connection with its acquisition of American Land Lease
USIS in connection with its acquisition by HireRight
Visa International in connection with its restructuring and IPO
T-Mobile in connection with its acquisition of SunCom Wireless
IntercontinentalExchange in connection with its bid for The Chicago Board of Trade
Morgan Stanley in connection with its spin-off of Discover Financial Services
Walter Industries, Inc. in connection with the IPO of Mueller Water Products, Inc.
Cadbury Schweppes in its acquisition of the Dr. Pepper/Seven Up Bottling Group
iFilm in its acquisition by Viacom.
bar & court admissions
Delaware, 1998
United States District Court for the District of Delaware
professional activities & honors
Delaware State Bar Association
American Bar Association; Member, The Committee on Mergers and Acquisitions, Business Law Section; Editor, Deal Points, The Newsletter of the Committee on Mergers and Acquisitions, Business Law Section
education
Cornell Law School, J.D., 1998; Cornell Law Review, 1996-98
Villanova University, B.A., summa cum laude, 1995; Phi Beta Kappa; Phi Kappa Phi; Pi Sigma Alpha; Phi Alpha Theta
bar & court admissions
Delaware, 1998
United States District Court for the District of Delaware
professional activities & honors
Delaware State Bar Association
American Bar Association; Member, The Committee on Mergers and Acquisitions, Business Law Section; Editor, Deal Points, The Newsletter of the Committee on Mergers and Acquisitions, Business Law Section