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Apr. 20, 2016

Diane Holt Frankle

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Kaye Scholer LLP | Palo Alto

Diane Holt Frankle

Frankle relishes in the art of the cross-border deal.

"My career has been based on building bridges and building consensus," she said. "I'm a collaboration junkie and I like people. Cross-border transactions give you a lot of opportunity to find the win-win. That's my deal making style. That's what drives me."

One of her more recent deals, Veeva Systems Inc.'s $130 million purchase of U.K.-based Zinc Ahead Ltd., demanded a hybrid set of terms based on vastly different corporate codes in the U.S. and England. The life sciences software companies signed and closed the deal in September.

England operates under the "locked-box" method, which places the majority of risk in the deal on the buyer, while U.S. companies are familiar with the increasing use of representations and warranty insurance, a buffer that protects both parties.

"We needed to bridge the gap between a traditional U.K. lockbox approach and the traditional U.S. indemnification warranty approach," Frankle said. "We adopted a hybrid model that worked for both parties. It was all done collaboratively."

Frankle joined Kaye Scholer in 2011 after a lengthy stint with DLA Piper as co-head of the mergers and acquisitions group. Her career counts more than 100 deals worth close to $12 billion.

That roster includes representing the complex sale of Sapheon Inc., a North Carolina-based medical device company treating venous diseases, to private Irish company Covidien PLC, for an undisclosed amount. During the negotiations in summer of 2014, the deal gained a legal layer when Medtronic Inc. entered the fray with a $50 billion bid to buy Covidien.

Frankle also handled Mark Zuckerberg's public offering of 41.3 million shares worth roughly $2.3 billion along with a $990 million donation from the Facebook Inc.'s founder to the Silicon Valley Community Foundation.

Currently, Frankle said she's advising several companies on corporate governance matters, ranging from executive compensation to the implementation of board refreshment.

Frankle is co-chair of the American Bar Association's Delaware Business Law Forum and co-chair of its Joint Task Force on Governance Issues in Business Combinations, part of the ABA's Mergers and Acquisitions Committee.

- Banks Albach

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