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Diane Holt Frankle


Partner
Chair, Mergers and Acquisitions Practice Group, United States




2000 University Avenue
East Palo Alto, California 94303-2214
United States

T: (650) 833-2026
F: (650) 687-1168

Diane Frankle concentrates in mergers and acquisitions, corporate governance, disclosure, anti-takeover counseling, internal investigations, public offerings, venture capital financing, new company formation, and executive compensation. Her clients include publicly traded and privately held companies engaged in US and cross-border mergers, acquisitions, and leveraged buyouts.

Ms. Frankle regularly advises clients in a wide variety of mergers, acquisitions, and change of control transactions. She also advises boards of directors and audit, compensation, nominating, and special committees, including representation on corporate governance matters, disclosure issues, and in internal investigations and related party transactions. Ms. Frankle represents public companies in the implementation of anti-takeover measures, including poison pills, charter amendments, and Delaware reincorporations, and advises regarding disclosure obligations, executive compensation issues, and insider trading compliance.

Ms. Frankle also represents companies in public and private offerings of equity and debt, technology companies in strategic alliances and joint ventures, and startup companies and venture capitalists in financing transactions. She is a member of the ABA’s Committee on Negotiated Acquisitions and the Committee on Corporate Laws, and chairs the ABA’s Task Force on Public Company Acquisitions. She served on the State Bar of California Business Law Section Corporations Committee from 1992 1996, was co-chair from 1995-1996 and was the editor in chief of the State Bar’s Guide to California Securities Law Practice.

The respected English research publisher Chambers & Partners lists her in Chambers USA: America's Leading Lawyers for Business, noting that she "impresses observers with her technical ability." She is listed in The Best Lawyers in America, Who's Who Legal: The International Who's Who of Business Lawyers, Chambers Global Guide, and in San Francisco magazine, as a Northern California Super Lawyer for her mergers and acquisitions practice.

Representative Matters

  • JDA Software Group's acquisition of i2 Technologies, Inc. ($461 Million)
  • ON Semiconductor Corporation's acquisition of Catalyst Semiconductor ($96 Million)
  • Packeteer, Inc.’s acquisition by Blue Coat Systems, Inc. ($268 Million)
  • Packeteer, Inc.’s defense against hostile tender offer by Elliott Associates (Terminated)
  • ON Semiconductor Corporation's acquisition of AMI Semiconductor ($915 Million)
  • PHH Corporation’s acquisition by GE Capital Solutions and The Blackstone Group ($1.8 Billion) (Terminated)
  • JDA Software Group Inc.’s acquisition of Manugistics ($211 Million)
  • Maxtor Corporation’s acquisition by Seagate ($1.9 Billion)
  • Cyclades Corporation’s acquisition by Avocent ($90 Million)
  • Pinnacle Systems, Inc.'s acquisition by Avid Technologies ($462 Million)
  • Protein Design Labs acquisition of ESP Pharma ($475 Million)
  • Cardiff Inc’s acquisition by Verity Inc. ($50 Million)
  • The Special Committee of Bruker AXS, Inc.’s consideration of acquisition by Bruker Daltonics, Inc. ($195 Million)
  • IKOS’ acquisition by hostile bidder Mentor Graphics ($110 Million)
  • Tab Products’ successful defense against proxy contest to replace incumbent Tab Products directors
  • Maxtor Corporation’s acquisition of Quantum HDD business ($1.0 Billion)
  • Mattson Technology’s acquisition of Steag Electronics AG - semiconductor equipment division and CFM Technologies, Inc. ($645 Million)
  • Telocity’s acquisition by Hughes DirectTV ($220 Million)
  • CPLabs acquisition by International Business Machines ($115 Million)

Członkostwo

  • California

Memberships

  • ABA Business Law Section, Committee on Negotiated Acquisitions, Co-Chair, Task Force on Public Company Acquisitions; Committee on Corporate Laws, Chair, Emerging Issues Task Force; Member of the Coordinating Committee, Delaware Law Forum
  • State Bar of California, Business Law Section, Corporations Committee (1992-1996); Co-Chair (1995-1996); Chair Special Projects Subcommittee (1994-1995)
  • Co-Chair, “The New Era of Technology M&A,” Law Seminars International (Palo Alto)
  • Faculty, CEB, Mergers & Acquisitions (San Francisco)
  • Faculty, ABA National Institute, Negotiating Business Acquisitions
  • Faculty, Practising Law Institute, “Acquiring or Selling the Privately Held Company” (Los Angeles)
  • Faculty, Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions (New York City)

Publikacje

  • "Fiduciary Duties in Considering Deal Lockups: What’s a Board to Do?," ABA National Institute (2008)
  • “Fiduciary Duties of Directors Considering a Proposal for an Acquisition of a Privately Held Company,” PLI (2008)
  • "Inside the Minds: Mergers & Acquisitions Best Practices: Leading M&A Lawyers on the Due Diligence Process, Structuring the Deal, and Negotiating Purchase Price" Aspatore Books (2006)
  • “Corporate Minutes in Practice” (2005)
  • Editor in Chief, Guide to California Securities Law Practice, published by the Corporations Committee of the California State Bar Business Law Section (2004)
  • “Preparing Management’s Discussion and Analysis of Results of Operation and Financial Consideration in a Post-Sarbanes World,” PLI (2004)
  • “The New World of Director Nominations,” Wall Street Lawyer (April 2004)

Civic and Charitable

  • All Saints Episcopal Church, Palo Alto: Senior Warden (2007-2008); Vestry (2005-2008); Vice Chair, Search Committee (2004); and Co-Chair of Stewardship Committee and Every Member Canvass (1995-1997)
  • Advisory Board Member, Georgetown University Law Center's Corporate Counsel Institute
    (2003-2004)


WYKSZTAŁCENIE

  • J.D., Georgetown University Law Center 1979 magna cum laude
  • B.A., College of Wooster 1975 Phi Beta Kappa

WYKSZTAŁCENIE

  • J.D., Georgetown University Law Center 1979 magna cum laude
  • B.A., College of Wooster 1975 Phi Beta Kappa


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