Mr. Kelly is a founding partner of Davis Polk & Wardwell’s Menlo Park office. His practice focuses on mergers and acquisitions, capital market transactions and joint ventures. He has significant experience in representing boards of directors on corporate governance issues. Mr. Kelly has also been involved for companies and lenders in many reorganizations and complex corporate restructurings, and he regularly advises private equity funds on acquisitions, divestitures and leveraged recapitalizations.

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 matters (including Sarbanes-Oxley and stock exchange issues) and has represented these companies on a broad variety of transactions. In addition, Mr. Kelly has counseled domestic and international clients on joint ventures and partnerships and with respect to significant minority investments in Silicon Valley companies. He regularly represents issuers and underwriters on equity and debt offerings.

Mr. Kelly has also been involved in financial restructurings as both a lawyer and, earlier in his career, an investment banker. Before moving to Menlo Park, Mr. Kelly advised El Paso Electric on its Chapter 11 reorganization and Niagara Mohawk on a $4 billion offering of debt and common stock, which was the culmination of a recapitalization. Mr. Kelly has represented Silicon Graphics, Mercury Interactive, Ventro Corporation, BlueKite and other technology companies in connection with debt tender offers, repurchases and other restructuring transactions. He assisted the 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 began his legal career at Davis Polk in 1977 following a clerkship with the Chief Judge of the U.S. Court of Appeals for the Second Circuit, and spent two years in the 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.

Mr. Kelly graduated, magna cum laude, from Yale University in 1973, and in 1976 received his J.D. from Columbia Law School, where he was notes and comments editor of the Columbia Law Review and a Harlan Fiske Stone Scholar. He is admitted to the bars of California and New York.

Mr. Kelly has been recognized as a “BTI Client Service All-Star” in a survey of corporate counsel at large and Fortune 1000 organizations and has regularly been listed in Law Business Research’s Who’s Who Legal—International Who’s Who of Corporate Governance Lawyers.