Brian J. Kelly

Mr. Kelly has advised U.S. and foreign clients on international trade and business issues including:   

Counseling clients on U.S. export controls administered by the Directorate of Defense Trade Controls, Department of State (DDTC), and the Bureau of Industry and Security, Department of Commerce (BIS), as well as international economic sanctions administered by the Office of Foreign Assets Control of the Department of the Treasury (OFAC);

Counseling clients on compliance with the Foreign Corrupt Practices Act and anti-boycott regulations;

Assisting foreign and domestic clients on the design and methods of implementing trade and security compliance programs that are in accordance with US and foreign laws; and

Assisting clients in the preparation and submission of voluntary disclosures to DDTC, BIS and OFAC. 

Representative Matters

Mergers and Acquisitions

Represented a financial party in connection with a bond repurchase agreement and the restructuring of a natural gas tolling agreement, which resulted in nearly $200 million in cost savings for our client.

Represented a private equity fund in connection with the purchase of an industrial division of Textron Inc. that included 34 companies located throughout the globe with a total transaction value in excess of $1.1 billion. Prepared the CFIUS application in connection with the transaction and prepared, consulted and obtained all necessary authorizations and covenants from the U.S. Department of State, Directorate of Defense Trade Controls.

Represented strategic purchasers and private equity funds in auctions in connection with the acquisition of natural gas and coal fired cogeneration facilities located throughout the United States.

Negotiated steam sale agreements, power purchase agreements, equipment purchase agreements, engineering, procurement and construction agreements and operation and maintenance agreements on behalf of generators, contractors and suppliers throughout the United States.

Represented the sellers of a national immunoglobulin home infusion company to one of the world's largest pharmaceutical services companies in a stock sale valued at approximately $40 million plus earnout.

Member of team that represented the seller in the auction and sale of 10 district energy heating and cooling companies in six states, representing 238 MW of combined electricity generating 10 million pounds of steam and 72,800 tons of chilled water, with a purchase price in excess of $400 million.

Retail Supply Regulation

Provides regular counsel and advice to a competitive electric and gas suppliers on retail supply regulations throughout the eastern part of the United States and Texas, including drafting and negotiating power purchase agreements for both retail and wholesale supply.

Provide regulatory compliance and monitoring, including assistance with licensing, consumer protection, unfair and deceptive trade practices compliance, billing and contracting requirements, customer disclosure issues, anti-slamming and anti-cramming procedures,

Provide counsel on aggregator/broker/consolidator and other intermediary issues, small commercial and residential service issues,  re-regulation issues, renewable portfolio standards, ISO and RTO issue and demand side management issues.

Trade Matters

Mr. Kelly has assisted numerous clients in developing and implementing export compliance programs and audits consistent with DDTC and BIS requirements including assisting with commodity classification/commodity jurisdiction requests, export license applications, technical assistance agreements, manufacturing license agreements and warehousing agreements. 

Mr. Kelly has also assisted clients in conducting internal investigations as well as the preparation and submission of voluntary disclosures to the DDTC and BIS on behalf of clients alleged to have violated the International Traffic in Arms Regulations (ITAR), U.S. Census Foreign Trade Regulations and/or the Export Control Act of 1940.