Kathleen M. Shay concentrates her practice in the areas of business law and finance, securities regulation, venture capital financings, mergers and acquisitions, corporations, partnerships and limited liability companies.

Ms. Shay is a member of the Business Law Section of the American Bar Association and the Corporation, Banking and Business Law Section of the Pennsylvania Bar Association. She is the former Chair of the Executive Committee of the Business Law Section of the Philadelphia Bar Association, and serves on the board of directors of the Philadelphia Chapter of the Association for Corporate Growth and Women Inventing Next.

A frequent lecturer, she is a 1977 graduate of Villanova University School of Law and a graduate of Villanova University.

Areas Of Practice

Mergers and Acquisitions
Venture Capital
Licensing/Strategic Alliances
Corporations
Partnerships
Limited Liability Companies
Business Law and Finance
Securities Regulation

Representative Matters

Represented an ophthalmic drug development company in its $22 million Series C preferred stock financing.
Represented a public company manufacturer of electric motors and electronic instruments with worldwide operations in its $67.4 million acquisition in the U.S. and Italy of a leading designer and manufacturer of engineered motors.
Represented a transdermal contraceptive patch developer in its $18 million preferred stock financing.
Counsel to a start-up pharmaceutical company in its licensing agreement from the University of Chicago. Also represent the client in an ongoing search for its seed round of venture capital financing to enable it to commercialize preventative treatments for necrotizing enterocolitis and inflammatory bowel disease.
Represented West Virginia lessor of coal mining properties and its shareholders in the company's $200 million corporate restructuring.
Represented a developer of antibiotics to combat drug-resistant and life-threatening infections in its $15 million Series B Preferred Stock financing by a number of venture capital funds. Also counseled client prior to that financing in its $1.477 million issuance of convertible bridge notes and warrants to angel investors.
Represented a Princeton-based cancer research firm in raising over $40 million in its Series B venture round in the second largest biotech venture capital deal in 2005 and the largest for a cancer-focused company. The company, which is developing technology to configure precise combinations of chemotherapy agents, evolved from technology developed at the British Columbia Cancer Agency and maintains a subsidiary in Vancouver, British Columbia. The deal included a completed cross-border restructuring.
Counsel to a pharmaceutical company that is developing drugs for the treatment of neurodegenerative diseases in its successful efforts to raise $5.2 million in a private placement of venture capital. Also counseled the company on its organization and licensing of technology from The Johns Hopkins University.
Counsel to Psilos Group as lead investor in a private placement of approximately $16 million in capital stock of Acuity Pharmaceuticals, Inc.
Representation of Patton Picture Framing Associates in the sale of its assets to an LBO fund, Linsalata Capital Partners of Cleveland. The purchase price was in excess of $43 million in cash plus the assumption of debt.
Counsel to emerging businesses in structuring, negotiating and drafting venture capital and other private equity financing arrangements and related corporate governance, executive compensation, securities law compliance and due diligence issues.
Counsel to both buyers and sellers in public and private acquisition and divestiture transactions, including assistance with structuring the transaction from business and tax perspectives, undertaking due diligence, negotiating and drafting the documentation, and closing and post-closing representation.
Counsel to public companies in connection with securities regulation reporting and financing activities.
Counsel to biotechnology and other life science companies in the structure, negotiation and drafting of various types of technology transfer, licensing and collaboration agreements relating to novel technologies.
Counsel to private equity funds, including structuring and formation advice, assisting with the preparation of offering materials and securities law compliance in raising capital, and representing the funds in structuring and making investments in portfolio companies and real estate transactions.

Professional Activities

Association for Corporate Growth
Pennsylvania Biotechnology Association; BIOTECH 2006, 2004, 2003 and 2002 Symposium Committees
MAC Alliance
- Co-chair, Coaching Committee, 2003, 2002, 2001
- Steering Committee, 2007, 2003, 2002, 2001, 2000, 1998, 1996
Women Inventing Next
Technology Council of Eastern Pennsylvania
American Bar Association
- Business Law Section
Pennsylvania Bar Association
- Corporation, Banking and Business Law Section
Philadelphia Bar Association
- Business Law Section
-- Executive Committee, member since 2001
--- Chair, 2005
--- Vice Chair, 2004
--- Treasurer, 2003
--- Secretary, 2002
- Steering Committee on Securities Regulation
--- Chair, 2001
--- Vice Chair, 2000
--- Secretary, 1999
Order of the Coif

Admissions

Pennsylvania
Supreme Court of Pennsylvania
United States Court of Appeals for the Third Circuit
United States District Court for the Eastern District of Pennsylvania

Education

Villanova University School of Law, J.D., 1977

Villanova Law Review