Diane Frankle represents publicly traded and privately held companies engaged in a wide variety of US and cross-border mergers, acquisitions, strategic alliances and joint ventures. Diane has completed more than 100 M&A deals with a total value exceeding $12 billion during the last 25 years. Her focus clients include companies in the technology, life sciences and health care industries, including those in software, internet security, storage, biotech, medical device, semiconductor, pharmaceutical and other sectors.
Diane also regularly advises boards of directors and board committees on fiduciary duties, corporate governance and disclosure issues, crisis management and internal investigations. In addition, she represents public companies and management on executive compensation issues, and she also represents companies in public and private offerings of equity.
Diane is a member of the ABA’s M&A Committee and co-chairs the ABA’s Joint Task Force on Governance Issues in Business Combinations and the ABA’s Delaware Business Law Forum. She chaired the ABA’s Subcommittee on Public Company Acquisitions and a related Task Force from 1997–2011, and was the editor of the ABA Model Merger Agreement for the Acquisition of a Public Company (2011). She also served on the State Bar of California Business Law Section Corporations Committee from 1992–1996, was co-chair of that Committee from 1995–1996 and was the editor-in-chief of the State Bar’s Guide to California Securities Law Practice.
Above the Law recognized Diane’s work with independent directors in its 2016 designation of Kaye Scholer as a “Go-To” law firm in Silicon Valley. Diane was selected in 2015 as one of 50 lawyers in the US and Canada to join the inaugural class of Fellows of The American College of Governance Counsel, a professional, educational and honorary association of lawyers widely recognized for their achievements in the field of governance. In 2014, Diane was chosen by The Recorder as one of its Women Leaders in Tech Law. She was named one of the Top 25 Transactional Women Lawyers in California in 2014 and has been consistently ranked in the Top 100 Women Lawyers in California by The Daily Journal. Diane was honored as Lawyer of the Year for Mentoring (Private Practice) at the 2014 Chambers USA Women in Law Awards, and she was one of only five women nominated for the Chambers USA’s Women in Law Award 2013 for Corporate/M&A Lawyer of the Year. In 2011, she was selected for Bar Register of Preeminent Women Lawyers, a recognition of her AV Preeminent rating – the highest peer review rating available through Martindale-Hubbell.
Diane is consistently recommended for Corporate/M&A in Chambers USA (Band 2). Impressed sources in the 2016 edition praise her as a “really terrific M&A lawyer,” and as “one of the best experts in California on board governance issues.” The 2014 edition quotes clients who highlight her “deal savvy, market sense and excellent interpersonal skills” and say she is “truly gifted at leading a group of investors and directors through the minefield of M&A, knowing how to get people to focus on what’s truly important and de-emphasize those matters which are not.” Diane is also lauded in Legal 500, which has commented that she “is at the top of her game with the M&A practice. She is a nationally recognised expert in this field in the US and has great experience and judgment. She provides excellent insights and advice in the high tech arena ... has a keen understanding of business objectives and knows how to balance corporate interests with regulatory requirements.” Diane has also been recognized in Who’s Who Legal 2014 for Mergers & Acquisitions and Corporate Governance.
She is also listed in The Best Lawyers in America and was named the Best Lawyers’ Corporate Governance Law “Lawyer of the Year” for San Francisco in 2015 and San Jose in 2017. Her clients are quoted as saying she is an “excellent M&A practitioner” who “offers balanced and reasoned advice” and “has demonstrated her extraordinary skills in developing an astute strategy to meet her clients’ objectives, effectively negotiating the deal, assembling and leading an efficient team, and driving the deal to close.”
- US cloud-based software provider for the global life sciences industry in the acquisition of a leading UK-based provider of content management solutions for life sciences companies for approximately US$130 million.
- US-based privately-held developer of venous disease treatments in its sale to an Irish-based global health care leader.
- Founding stockholder in the registered public offering of 41,350,000 common shares of an online social networking service as selling shareholder, and in the gift by the founding shareholder of common shares valued at approximately US$990 million to a Northern California community foundation.
- Publicly-traded developer of new products in the field of regenerative medicine utilizing stem cells in its acquisition of stem cell assets from a publicly-traded biotechnology company.
- Storage solutions company in its acquisition by a publicly-traded designer of semiconductors and software that accelerate storage and networking for US$400 million.
- California-based medical liability insurance company in its acquisition of a Texas-based medical professional liability insurance company and its wholly-owned subsidiary.
- Special Committee of a designer, manufacturer and supplier of memory modules and data-storage products in the company’s acquisition by two private equity firms for US$645 million.
- US-based publicly-held Mexican fast casual restaurant chain in its acquisition by a private equity firm for US$91 million.
- China-based software solutions company in its merger with a China-based company offering software solutions and IT services, valued at US$733 million.
- Brazil-based global IT services provider in its acquisition of a US-based, publicly-held global service desk, IT infrastructure management and technical support outsourcing provider to medium and large companies, for US$93 million.
- Global designer, manufacturer and marketer of industrial and consumer products in its acquisition of a developer and manufacturer of high-speed signal integrity test and measurement instrumentation for the computer, storage and communications industries.
- Market leader in data integrity software in its acquisition by the world’s top provider of computer products and services.
- Special Committee of a developer and manufacturer of products used to treat spinal disorders in its acquisition of a French-based spine-focused medical device company for US$116 million.
- US-based publicly-held enterprise software company in its acquisition by a UK-based multinational enterprise software and information technology business for US$113 million.
- Publicly-held supplier of information storage solutions in its acquisition by a publicly held worldwide leader in the design, manufacturing and marketing of hard disk drives for US$1.9 billion.
- Publicly-held network security company in its acquisition by a publicly-held network security and network management company for US$268 million.
- Publicly-held network security company in its defense against a hostile tender offer by a hedge fund.
- Global designer, manufacturer and marketer of industrial and consumer products in its acquisition of a wireless network assurance startup company.
- Premier publicly-held supplier of semiconductors and integrated circuit devices in its acquisition of publicly held leader in the design and manufacture of state-of-the-art mixed-signal and digital products for US$915 million.
- Premier publicly-held supplier of semiconductors and integrated circuit devices in its acquisition of a Nasdaq-traded designer and marketer of analog, mixed-signal and non-volatile memory products for US$96 million.
- Publicly-held leading outsource provider of mortgage and fleet management services in its acquisition by a global fleet management company and a global private investment and advisory firm for US$1.8 billion (terminated).
- Publicly-held supply-chain software company in its acquisition of another publicly-held supply-chain software company for US$346 million (terminated).
- Publicly-held supply-chain software company in its acquisition of another publicly-held supply-chain software company for US$211 million.
- Manufacturer of medical devices and software in its acquisition of two suppliers of software used in the planning of radiotherapy and radiosurgery treatments.
- Manufacturer of medical devices and software in its acquisition of the largest independent distributor of medical X-ray tubes in China.
- Information technology manufacturer in its acquisition by another information technology products manufacturer for US$90 million.
- Nasdaq-traded leader in video editing software and hardware in its acquisition by a publicly held provider of digital media solutions for US$462 million.
- Biotechnology company in its acquisition of a developer of pharmaceutical products for US$475 million.
- Software developer in its acquisition by another software company for US$50 million.
- Special Committee of a publicly-held developer and manufacturer of analytical instrumentation in its consideration of acquisition by another publicly-held provider of high-performance scientific instruments and solutions for US$195 million.
- Hardware assisted design verification firm in its hostile-bidder acquisition by the world leader in electronic hardware and software design solutions for US$110 million.
- Manufacturer of records management products in its successful defense against a proxy contest to replace incumbent directors.
- Nasdaq-traded supplier of information storage solutions in its acquisition of the hard drive business of a publicly traded hardware and storage solutions company for US$1.0 billion.
- Designer and manufacturer of semiconductor wafer processing equipment in its simultaneous acquisition of the semiconductor equipment division of a German-based electronics company and a U.S.-based publicly held semiconductor company for US$645 million.
- Publicly-held provider of high-speed Internet access via telephone lines in its acquisition by a large satellite broadcaster for US$220 million.
- Developer of Internet security software in its acquisition by the world’s top provider of computer products and services for US$115 million.
- Author, “Directors Must Exercise Business Judgment in Approving an Executive Compensation Transaction; Excessive Deference to Officers in Such Matters Will Risk Shareholder Scrutiny,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Spring 2016)
- Co-author, “Significant 2015 Decisions Affecting Private Company M&A,” Kaye Scholer Corporate Update, also published on Law360 (January 2016).
- Author, “What Will the Board of the Future Look Like? Will Board Refreshment and Gender Diversity Trends Change Board Composition for Better or Worse?,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Fall 2015).
- Co-author, “Third Point Settles with the FTC over Improper Reliance upon the ‘Investment-Only’ Exemption,” Kaye Scholer Client Alert (September 2015).
- Author, “Directors Serving Two Masters—What Are the Rules of the Road?,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Summer 2015).
- Co-author, “Removing Officers: For Delaware Corporations, Solely the Power of the Board of Directors,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Summer 2015).
- Author, “Director Compensation Receives Scrutiny in Recent Delaware Chancery Court Decision,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Spring 2015).
- Co-author, “Subsidiary Boards Beware: Del. Chancery Court Finds an MLP General Partner Guilty of Breach of Partnership Agreement in Dropdown Transaction,” Kaye Scholer Client Alert (May 2015).
- Author, “Minding Minority Stockholder Appraisal Rights,” Daily Journal (March 17, 2015).
- Author, “The Dollar Wars—Chancery Court Affirms No Violation of Revlon Duties Where Target Board Declines to Engage In Discussions With Competing Bidder Regarding Higher-Priced Bid With Significant Risk of NonConsummation,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Winter 2015).
- Co-author, “SEC Issues Proposal Regarding Disclosure of Hedging Policies for Employees, Officers and Directors,” Kaye Scholer Client Alert (February 2015).
- Co-author, “Significant 2014 Decisions Affecting Private Company M&A,” Kaye Scholer Client Alert (January 2015).
- Co-author, “Delaware Supreme Court reaffirmed Deference to the Board in Crafting a Change-of-Control Process and Addressed Limitations in Modifying Third-Party Contract Rights,” Kaye Scholer Client Alert (December 2014).
- Co-author, “Delaware Chancery Court Highlights Potential Liability of Target Company Directors for Materials Misrepresentations in Mergers,” Kaye Scholer Client Alert (December 2014).
- Co-author, “Delaware Chancery Court Refused to Enforce Post-Closing General Release and Indemnification Against Non-Consenting Stockholders in a Merger,” Kaye Scholer Client Alert (December 2014).
- Author, “Chancery Court Decision Provides Further Guidance on When a Minority Stockholder Will Be Deemed to Be a Controlling Stockholder,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Fall 2014).
- Author, “Motive Matters: Good Process in Merger Transactions and Contemporaneous Minutes Reflecting Reasons for Process Decisions May Protect Directors and Officers From Breach of the Duty of Loyalty and Self-Dealing Claims,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Summer 2014).
- Author, “Delaware Chancery: “Poison Pill” Affords Only a Limited Defense to Activist Attacks,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Spring 2014).
- Author, “Delaware Chancery Court Offers Guidance on the Negotiation of Contingent Payment Provisions and Post-Closing Actions Affecting Payouts,” Kaye Scholer LLP M&A and Corporate Governance Newsletter (Winter 2014).
- Author, “Where Are All the Women M&A Dealmakers?” Deal Lawyers (January–February 2014).
- Speaker, “Mock Negotiation and Analysis of Form of Acquisition Agreement,”Acquiring or Selling the Privately Held Company 2015, PLI Seminar, April 28, 2015.
- Speaker, "Earn-outs in an International Context," ABA Business Law Section Spring Meeting, International Mergers and Acquisitions Sub-committee, April 17, 2015.
- Panelist, “Preparing for and Surviving an M&A Process for Life Science Companies,” Association of Corporate Counsel Life Sciences Committee Program, April 14, 2015.
- Speaker, “Antitrust, Governance and M&A 2015: Challenges & Conundrums for the West Coast,” Berkeley Center for Law, Business and the Economy, January 23, 2015.
- Moderator, “Living with the Activists,” Silicon Valley Directors’ Exchange, January 15, 2015.
- Panelist, “Women in M&A Practice,” Berkeley Center for Law, Business and the Economy Women in Business Law Speaker Series, November 24, 2014.
- Moderator, “Practical Guide to Shareholder Engagement in the New Age of Activism,” October 29, 2014.
- Speaker, “Exit Planning: What Every CEO, Business Owner, and Board Advisor Needs to Know,” September 18, 2014.
- Panelist, “Exit Strategies through M&A and its Effect on Technology Startups,” Merrill DataSite, July 24, 2014.
- Panelist, “Protecting Value in M&A Transactions,” Inter-Pacific Bar Association 24th Annual Meeting & Conference, May 8–11, 2014.
- Panelist, “Women in M&A,” ABA Business Law Spring Meeting, April 10–12, 2014.
- Panelist, “Hot-Button Issues—How Should We Interpret the Current State of Play?” Berkeley Business Law Journal/Berkeley Center for Law, Business and the Economy Symposium on Shareholder Activism, April 4, 2014.
- Panelist, “Early Stage Deal Considerations,” Tulane University Law School 26th Annual Corporate Law Institute, March 27–28, 2014.
- Speaker, “Silicon Valley Corporate Law Update 2014: Start-Ups, Financings, IPOs, M&A,” PLI, January 9, 2014.
Civic and Charitable
- ALearn, Chairman of the Board (2009–present). ALearn is a non-profit educational organization working to help more underrepresented students prepare for and complete college.
- Honoree, Distinguished Volunteer Fundraiser, Association of Fundraising Professionals Silicon Valley Chapter, for tireless fundraising efforts which helped ALearn build its donor base and increase donations from 2008–2014 by more than 1700 percent (2015).
- Association for Corporate Growth (Silicon Valley Chapter), Board of Directors; named Outstanding Member of the Year (2008).
- Leading Women in Technology’s Hipower Group. Hipower is a select group of corporate leaders focused on accelerating women in leadership.
- Facing History and Ourselves, San Francisco Advisory Board (2016-present). Facing History’s mission is to engage students of diverse backgrounds in an examination of racism, prejudice, and antisemitism in order to promote the development of a more humane and informed citizenry.
- American Leadership Forum, Silicon Valley, Senior Fellow (2016-present). ALF-SV is a network of regional leaders committed to serving the common good in Silicon Valley.
- All Saints Episcopal Church, Palo Alto: Senior Warden (2007–2008); Vestry (2005–2008,
- 2013–present); Search Committee (2004 and 2010); and Co-Chair of Stewardship Committee and Every Member Canvass (1995–1997).
- Building Bridges (2013–present). With her husband, Diane created this interfaith dialogue program to foster understanding between Christians and Jews, with 100 participants since 2013.
In The Market
- Best Lawyers 2017 Recognizes 41 Kaye Scholer Lawyers August 15, 2016 • Recognitions
- Kaye Scholer Practices and Attorneys Recognized by Chambers USA 2016 May 31, 2016 • Recognitions
- Silicon Valley Office Named a “Go-To” Advisor for Boards of Directors May 9, 2016 • Recognitions