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.
Diane was chosen by The Recorder as one of its 2014 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. 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). 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’ 2015 San Francisco Corporate Governance Law “Lawyer of the Year.” 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.”
The Silicon Valley/San Jose Business Journal named Diane among the 2010 Women of Influence in Silicon Valley. In 2009, she was the recipient of the Association of Corporate Growth Outstanding Membership Award, presented at the ACG Silicon Valley Grow Awards, an annual event honoring the highest growth companies in Silicon Valley.
- Representation of a US-based privately-held developer of venous disease treatments in its sale to an Irish-based global health care leader.
- Representation of the 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 $990 million to a Northern California community foundation.
- Representation of a 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.
- Representation of a storage solutions company in its acquisition by a publicly-traded designer of semiconductors and software that accelerate storage and networking for $400 million.
- Representation of a California-based medical liability insurance company in its acquisition of a Texas-based medical professional liability insurance company and its wholly-owned subsidiary.
- Representation of the 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 $645 million.
- Representation of a U.S.-based publicly held Mexican fast casual restaurant chain in its acquisition by a private equity firm for $91 million.
- Representation of a China-based software solutions company in its merger with a China-based company offering software solutions and IT services, valued at $733 million.
- Representation of a Brazil-based global IT services provider in its acquisition of a U.S.-based, publicly held global service desk, IT infrastructure management and technical support outsourcing provider to medium and large companies, for $93 million.
- Representation of a 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.
- Representation of a market leader in data integrity software in its acquisition by the world’s top provider of computer products and services.
- Representation of the 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 $116 million.
- Representation of a U.S.-based publicly held enterprise software company in its acquisition by a UK-based multinational enterprise software and information technology business for $113 million.
- Representation of a 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 $1.9 billion.
- Representation of a publicly held network security company in its acquisition by a publicly held network security and network management company for $268 million.
- Representation of a publicly held network security company in its defense against hostile tender offer by a hedge fund.
- Representation of a global designer, manufacturer and marketer of industrial and consumer products in its acquisition of a wireless network assurance startup company.
- Representation of a 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 $915 million.
- Representation of a 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 $96 million.
- Representation of a 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 $1.8 billion (terminated).
- Representation of a publicly held supply-chain software company in its acquisition of another publicly held supply-chain software company for $346 million (terminated).
- Representation of a publicly held supply-chain software company in its acquisition of another publicly held supply-chain software company for $211 million.
- Representation of a manufacturer of medical devices and software in its acquisition of two suppliers of software used in the planning of radiotherapy and radiosurgery treatments.
- Representation of a manufacturer of medical devices and software in its acquisition of the largest independent distributor of medical X-ray tubes in China.
- Representation of an information technology manufacturer in its acquisition by another information technology products manufacturer for $90 million.
- Representation of a Nasdaq-traded leader in video editing software and hardware in its acquisition by a publicly held provider of digital media solutions for $462 million.
- Representation of a biotechnology company in its acquisition of a developer of pharmaceutical products for $475 million.
- Representation of a software developer in its acquisition by another software company for $50 million.
- Representation of The 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 $195 million.
- Representation of a hardware assisted design verification firm in its hostile-bidder acquisition by the world leader in electronic hardware and software design solutions for $110 million.
- Representation of a manufacturer of records management products in its successful defense against a proxy contest to replace incumbent directors.
- Representation of a 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 $1.0 billion.
- Representation of a 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 $645 million.
- Representation of a publicly held provider of high-speed Internet access via telephone lines in its acquisition by a large satellite broadcaster for $220 million.
- Representation of a developer of Internet security software by the world’s top provider of computer products and services for $115 million.
Civic and Charitable
- Chairman of the Board, ALearn, a non-profit educational organization working to help more underrepresented students prepare for and complete college.
- Board of Directors, Association for Corporate Growth, Silicon Valley Chapter.
- ACG Silicon Valley Board of Directors Outstanding Member of the Year 2008.
- All Saints Episcopal Church, Palo Alto: Senior Warden (2007–2008); Vestry (2005–2008, 2013- ); Search Committee (2004 and 2010); and Co-Chair of Stewardship Committee and Every Member Canvass (1995–1997).
- Kaye Scholer Advises Veeva Systems on Industry-Transforming Acquisition of Zinc Ahead September 30, 2015
- Third Point Settles with the FTC over Improper Reliance upon the “Investment-Only” Exemption September 2, 2015
- Fraud Renders Dole Special Committee Work Useless; Subjects Controller and Officer to Damages August 31, 2015