FacultyFaculty/Author Profile
William M. Kelly

William M. Kelly

Davis Polk & Wardwell LLP

Menlo Park, CA, USA

Bill Kelly is a corporate partner and a founder of Davis Polk’s Menlo Park office. He primarily represents technology companies and their investors and advisers in mergers and acquisitions, strategic alliances, corporate governance and securities law compliance. He has been involved in some of the most significant M&A transactions in Silicon Valley and acts as regular corporate counsel to a number of tech companies. He also acts as special counsel to boards of directors, both tech and non-tech, in takeover defense and other sensitive situations.

Bill joined Davis Polk in 2000 from Silicon Graphics, where he spent six years as general counsel and in a variety of roles as a senior business executive. He was the head of the Menlo Park office until 2011, and is currently co-head of the firm wide corporate governance practice. He has been actively involved in Silicon Valley law and business since 1982.



  • Oracle in corporate governance matters and in numerous acquisitions of public and private companies, including its recent acquisitions of Art Technology Group and Phase Forward and its successful unsolicited offer for PeopleSoft
  • Palm in its sale to HP and in prior public-private investment rounds led by Elevation Partners 
  • LoopNet in its sale to CoStar Group and Blue Coat Systems in its sale to Thoma Bravo
  • Buy-side public acquisitions for companies like KLA-Tencor, Affymetrix and Blue Coat Systems
  • Sell-side assignments for companies like AMI Semiconductor and Photon Dynamics
  • Private equity acquisitions and investments for Francisco Partners, including the formation of a flash memory joint venture with Intel and ST Micro
  • Special board counsel assignments for companies like KB Home, Guaranty Financial and LoopNet
  • Comcast in strategic intellectual property ventures with Microsoft, TV Guide and TiVo
  • Transactional, securities compliance and corporate governance advice for companies, including Palm, FormFactor, Affymetrix and Novellus

Listed as a leading lawyer in several legal industry publications, including:
  • Chambers USA: America’s Leading Lawyers for Business
  • Practical Law Company’s Cross-border Mergers and Acquisitions Handbook
  • Law Business Research’s Who’s Who Legal: California
  • Daily Journal’s Top 100 California Lawyers
  • National Association of Corporate Directors, NACD Directorship 100 (2012)


Speaking Engagements
  • PLI: Mergers & Acquisitions: What You Need to Know (2008-2010)
  • Stanford Directors College (2007)
  • Law Seminars International: West Coast Forum on Technology M&A (2006-2007)

  • Director and Chair, Audit Committee, MIPS Technologies
  • Partner, Davis Polk, 2000-present
  • General Counsel, and other senior business roles, Silicon Graphics, Inc., 1994-1999
  • Shearman & Sterling, 1978-1994

  • State of California
  • State of New York

  • A.B., Columbia University, 1975, cum laude
  • J.D., Columbia Law School, 1978
    Harlan Fiske Stone Scholar
    Board of Editors, Columbia Law Review

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