EDMUND KELLY

KELLY--Edmund J.,

retired attorney and investment banker of Armonk, formerly of Bedford and Scarsdale, died May 10, 2017. A son of Hugh J. and Catherine Rice Kelly, he was born and raised in Mount Vernon. He graduated in 1959 cum laude from the College of the Holy Cross and in 1962 from Columbia University Law School, where he was a James Kent Scholar and an editor of the Columbia Law Review. After serving in the Office of General Counsel for the Secretary of the Air Force in Washington, DC, Kelly returned to New York in 1965 as an associate in the then Wall Street firm of White & Case, becoming a partner in 1971. He left White & Case in 1984 to become Vice Chairman of the investment banking firm Dominick & Dominick Co., later the Eighteen Seventy Corporation. Kelly also served on the Board of Directors of Federal Paper Board, the Chicago Pneumatic Tool Company and the Iona Preparatory School in New Rochelle. A pioneer in mergers and acquisitions, Kelly devoted much of his career to advising corporations on warding off hostile takeovers. In 1967, Kelly was co-author of an article in "The Business Lawyer" on takeover defense tactics that previewed virtually all tactics employed since, including the so-called "Pac Man" or counter tender defense, in which the target attacks the raider. He was principal strategist for the prevailing companies in two of the most famous takeover contests: the nine-month defense of BF Goodrich against a takeover bid by Northwest Industries, which inaugurated the "takeover era" in 1969, and "white knight" J. Ray McDermott Inc.'s bidding contest against United Technologies for control of Babcock & Wilcox in 1977. Kelly authored the "fair price" clause for a corporate client in 1975, since adopted and adapted by hundreds of public companies, enacted as the corporate law in approximately 30 states, and recommended by the Securities and Exchange Commission as an answer to management leveraged buy-out abuses. Between 1968 and 1988, Kelly was principal adviser to target companies in more than a dozen situations where a raider had acquired more than 5% of the target's shares, yet the companies remained independent. He acted as an adviser to such major companies as Prudential Insurance, Union Pacific, Nabisco Brands, United States Steel, American Broadcasting Company, Quaker State Corporation, and Warner Lambert. Author of numerous articles in professional journals, Kelly published "The Takeover Dialogues. A Discussion of Hostile Takeovers" (1987), in which he examined the impact of corporate raids. Kelly is survived by his wife of 55 years, Joan Fee Kelly of Armonk; two daughters, Kathleen Kelly Broomer of Wayland, MA and Mary Kelly Mehr of Bedford; three sons, Edmund Murphy of New York City, Thomas More of New York City, and Michael McNaboe of Ridgefield, CT; and eight grandchildren. He was predeceased by siblings Neill J. and Christopher J. Kelly, and survived by Sister Agnes Kelly OSU, Hugh Jr., and Daniel. Mass of Christian Burial at St. Patrick's Church, Bedford, on Monday, May 15, 2017 at 10am. Interment will be private. In lieu of flowers, his family suggests contributions in his memory be made to the Christopher J. Kelly Scholarship Fund, Iona Preparatory School, New Rochelle, New York 10804.