Credentials & Recognition
Bar Admissions
Transaction Volume
$14.2B+
Aggregate Deal Value
"Forty-Two Closed Transactions.
Zero Failed Closings."
Katherine R. Elmore, Partner — M&A Practice
Case Studies
The Transactions That
Define the Practice.
Complexity: Foundational
Asset Purchase
Founder Exit
$95M
2021 · Asset Purchase
Series D SaaS — Strategic Acquiror
How It Closed
The founders had built a $95M ARR business over eleven years and needed counsel who could hold structure through four rounds of renegotiated indemnification caps without losing the buyer.
We redlined the disclosure schedules across eighteen categories, surfaced a deferred revenue recognition issue before the buyer's accountants did, and converted it into a purchase price adjustment the client controlled.
The deal closed in 94 days. The founders walked with full escrow released at month six.
Complexity: Intermediate
Stock-for-Stock Merger
Platform Roll-Up
$1.2B
2024 · Stock-for-Stock Merger
Financial Services — PE-Backed Acquiror
How It Closed
A sponsor-backed financial services platform needed to absorb a public company target in an all-stock transaction where collar mechanics and exchange ratios had to survive a three-week market dislocation.
We negotiated MAE carve-outs specific to interest rate volatility, drafted walk rights tied to VWAP triggers, and coordinated proxy counsel across two jurisdictions without extending the financing deadline.
Shareholder vote cleared at 94.3%. Transaction closed on the original outside date.
Complexity: Rarified
Cross-Border Contested Bid
Hostile Tender Defense
$780M
2022 · Cross-Border Contested Bid
EU Target — US Strategic Acquiror vs. Activist
How It Closed
A publicly traded European target faced a simultaneous hostile tender from a US strategic buyer while an activist bloc holding 14.7% threatened to vote against any deal not at a 40% premium — with a board meeting in seventy-two hours.
We drafted a rights plan with a 15% trigger, negotiated a go-shop with a 25-day window that produced a superior proposal, and structured a termination fee regime that kept the original bidder engaged through a process that lasted four months.
The superior proposal closed at a 38% premium to unaffected price. No litigation. No regulatory block.
Engage Counsel
The conversation starts
before the term sheet.
Most deals that fall apart do so in the first thirty days of diligence. A confidential consultation costs nothing and changes everything about how you enter the process.
Attorney-client privilege attaches at first communication
Response within 4 business hours on active transactions
No engagement letter required for initial consultation
Katherine R. Elmore
Partner · M&A Practice · New York