Brian Kelly’s practice focuses on representing hedge funds, private equity funds and other investors with respect to the corporate, securities law and transactional aspects of distressed M&A and financial restructuring matters.  Mr. Kelly has a broad range of transactional experience, including mergers, stock sales, asset sales, exchange offers, consent solicitations, debt-for-equity exchanges, rights offerings, joint ventures, equity participations, and debt and preferred equity investments.  He also advises on governance, securities law and general corporate matters.

Prior to joining Stroock, Mr. Kelly was special counsel at an international law firm where his practice focused on distressed M&A and financial restructuring transactions.


His distressed and bankruptcy-related representations include financial restructurings and distressed M&A transactions involving the following companies:
  • American Airlines (ad hoc noteholder group) 
  • American Apparel (ad hoc noteholder group)
  • American Seafoods (ad hoc noteholder group)
  • Blockbuster (ad hoc noteholder group)
  • C&J Energy Services (majority stockholder)
  • Communications Corporation of America (largest lender)
  • Contech Construction Products (noteholder group)
  • Eagle Bulk Shipping, Inc. (debtor)
  • Eastman Kodak Company (official creditors’ committee)
  • Genco Shipping & Trading (ad hoc noteholder group)
  • Granite Broadcasting Corporation (largest  lender)
  • Halcon Resources (noteholder group; consent solicitation)
  • International Shipholding Corp. (plan equity sponsor)
  • JL French Automotive Castings (special committee of the board)
  • Lehman Brothers (official creditors’ committee)
  • Linn Energy (ad hoc noteholder group)
  • MIG, LLC (ad hoc noteholder group)
  • Mrs. Fields (largest lender & stockholder)
  • The Newark Group (largest noteholder)
  • NewPage Corporation (ad hoc  noteholder group)
  • Next Wave Wireless (third lien lender)
  • Quicksilver Resources (ad hoc noteholder group)
  • SH 130 Concession Company (ad hoc lender group)
  • Southern Air Holdings (ad hoc lender group)
  • Syncora Holdings (ad hoc noteholder group)
  • Wastequip, LLC (largest lender)

His M&A and private equity-related representations include:
  • Bosque Power Company in its sale to Calpine
  • Represented mezzanine lender in its equity co-investment with PE sponsor, in buyout of Canadian manufacturer
  • Represented PE firm in its purchase of multiple hydroelectric generation facilities from First Energy 
  • Represented PE firm in its sale of the equity (trust interests) in a municipal waste-to-energy facility
  • Towers, Perrin, Forster & Crosby in its merger of equals with Watson Wyatt


  • Member, Business Law Section, American Bar Association
    • Member, M&A Committee
    • Member, Business Bankruptcy Committee


  • Co-author, “Debt Exchange Offers in the Current Market,” The Bankruptcy Strategist, July 2009, Vol. 26, No. 9


New York, 2001


J.D., Order of the Coif, The Ohio State University College of Law, 2000; Managing Editor, The Ohio State Law Journal

B.S., Miami University, 1993