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Michael K. Reilly

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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. 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

  • Intercontinental Exchange in connection with its acquisition of Interactive Data Corporation
  • Liberty Interactive in connection with its acquisition of zulily
  • Google in connection with its corporate reorganization to form its new holding company, Alphabet
  • Liberty Broadband in connection with the proposed acquisition of Time Warner Cable by Charter Communications
  • Intercontinental Exchange 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 to authorize and issue a new class of non-voting common stock
  • Intercontinental Exchange 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
  • Intercontinental Exchange 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.

Publications

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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 and Honors

  • Delaware State Bar Association 
  • American Bar Association — Business Law Section:
    • Member, Mergers and Acquisitions Committee
    • Member, Editorial Board of Business Law Today
  • Recognized by The Best Lawyers in America 2017 in the area of Corporate Law