Mr. Kelly focuses his practice on complex litigation and counseling matters involving Delaware corporations and alternative entities. His experience includes stockholder class and derivative actions, takeover disputes, limited partnership and limited liability company litigation, internal corporate investigations, post-closing disputes, federal securities lawsuits, and statutory proceedings under the Delaware General Corporation Law and alternative entity statutes, such as dissolution actions, stock appraisals, indemnification and advancement actions, contested director elections, and demands to inspect books and records. In addition, Mr. Kelly counsels boards, committees, and other corporate and individual clients regarding issues of Delaware law and equity, including in connection with significant transactions and governance matters. Mr. Kelly has written numerous articles and presented on Delaware corporate and alternative entity law topics. Mr. Kelly is a member of the firm’s Blockchain Committee and has provided advice, written articles, and made presentations on emerging legal issues arising from the use of blockchain technology.
Recent speaking engagements include:
- First State Update: Case Law Developments and Updates to Delaware's LLC Act, Corporation Service Company/LexisNexis webinar (September 28, 2016)
- Inside Track with Jeff: “Dead Hand” Proxy Puts, DealLawyers.com podcast (July 22, 2015)
- Exclusive Forum, Fee Shifting, and Other Bylaws, Society of Corporate Secretaries and Governance Professionals (November 18, 2014)
Recent cases in which Mr. Kelly has served as counsel include the following:
- ACP Master, Ltd. v. Sprint Corp., 2017 WL 3421142 (Del. Ch. July 21, 2017).
- Shawe v. Elting, 157 A.3d 142 (Del. 2017).
- Shawe v. Elting, 157 A.3d 152 (Del. 2017).
- Gramercy Emerging Markets Fund v. Allied Irish Banks, p.l.c., 2016 WL 7494898 (Del. Ch. Dec. 30, 2016), aff’d, 2017 WL 4857141 (Del. Oct. 27, 2017).
- IAC Search, LLC v. Conversant LLC, 2016 WL 6995363 (Del. Ch. Nov. 30, 2016).
- In re Cornerstone Therapeutics Inc., Stockholder Litigation, 115 A.3d 1173 (Del. 2015).
- OFI Risk Arbitrages v. Cooper Tire & Rubber Co., 2015 WL 4036179 (D. Del. July 1, 2015).
- Nottenkamper v. Modany, 2015 WL 1951571 (D. Del. Apr. 29, 2015).
- Aviva Life & Annuity Co. v. Am. Gen. Life Ins. Co., 2014 WL 1677798 (Del. Ch. Apr. 29, 2014).
- Koehler v. NetSpend Holdings Inc., 2013 WL 2181518 (Del. Ch. May 21, 2013).
- April 26, 2018
- Law360, March 28, 2018
- Law360, February 16, 2018
- Law360, February 7, 2018
- Kelly, Murphy and Stirling Discuss Delaware Supreme Court's Reversal of Dell's Appraisal Decision Regarding Deal PriceDeal Points: The Newsletter of the Mergers and Acquisitions Committee, Winter 2018
- Law360, August 29, 2017
- Law360, July 31, 2017
- Law360, June 29, 2017
- Corporate Counsel Weekly, March 22, 2017
- Law360, March 21, 2017
- Corporate Counsel Weekly, March 20, 2017
- Delaware Supreme Court Establishes Rules Facilitating Dismissal of Board Advisors from M&A LitigationThe Temple 10-Q, Temple's Business Law Magazine, September 26, 2016
- Singh v. Attenborough: Delaware Supreme Court Slams Door Shut on Aiding and Abetting Claims Against Board AdvisorsBusiness Law Today, August 18, 2016
- Increased Judicial Scrutiny of Non-Monetary Settlements of Merger Litigation Threatens Business Model of Some Plaintiffs’ LawyersThe Temple 10-Q: Temple's Business Law Magazine, November 9, 2015
- Bloomberg BNA Corporate Law & Accountability Report, June 5, 2015
- Recent Delaware Court of Chancery Decisions Address When A Non-Majority Stockholder Will Be Deemed a Controlling StockholderBloomberg BNA Corporate Law & Accountability Report, January 9, 2015
- Westlaw Journal - Delaware Corporate, April 28, 2014
- Delaware Chancery Court Clarifies Delaware Boards' Fiduciary Oversight Duties as to Corporate Operations AbroadBloomberg BNA Corporate Governance Report, April 7, 2014
- Canmore Consultants Ltd. v. L.O.M. Medical Int'l, Inc.: A Limited Exception To Directorial Authority To Fill Board VacanciesNovember 19, 2013
- Validity of Board-Adopted Forum Selection Bylaw Provisions Following Boilermakers Local 154 Ret. Fund v. Chevron Corp & IClub Inv. P'ship v. Fedex Corp.October 1, 2013
- Gerber v. Enterprise Products Holdings, LLC; When a Contractual Presumption of Good Faith Isn't Good EnoughSeptember 30, 2013
Events & Speaking Engagements
- O'Toole, Kelly and Maxwell to Discuss Updates to Delaware's LLC Act and Related Case Law DevelopmentsOctober 23, 2018
- October 10, 2018
- October 3, 2018
- September 18, 2018
- July 11, 2018
- April 17, 2018
- February 3, 2018
- October 24, 2017
- April 14, 2016
Temple University Beasley School of Law, J.D., 2006
University of Delaware, B.A., 2003
Law clerk to the Honorable Thomas L. Ambro, United States Court of Appeals for the Third Circuit
Law clerk to the Honorable A. Richard Caputo, United States District Court for the Middle District of Pennsylvania
Bar & Court Admissions
- Delaware, 2012
New Jersey, 2006
Pennsylvania (inactive), 2006
Professional Activities and Honors
- Delaware State Bar Association
- American Bar Association; Administrative Committee Director (Membership Committee) for the Corporate Governance Committee; In The Know subcommittee; Publications subcommittee