Joseph G. Connolly, Jr.

Joseph G. Connolly, Jr.

Senior Counsel
Washington, D.C.

Email joseph.connolly@​

Phone +1 202 637 5625

Fax +1 202 637 5910

Practice groupCorporate

With over 40 years of experience, Joe advises public companies and their boards of directors on merger and acquisition transactions, corporate governance practices, fiduciary duty requirements, and compliance with the federal securities laws, particularly the Williams Act provisions of the Securities Exchange Act of 1934.

Joe began his legal practice at the U.S. Securities and Exchange Commission (SEC) where he held various legal positions of increasing responsibility, culminating in his position of head of the Office of Tender Offers, now called the Office of Mergers & Acquisitions. In that position, he was the person in the Division of Corporation Finance principally responsible for the administration and interpretation of the securities law requirements relating to tender offers, proxy controls, beneficial ownership reporting, and going-private transactions. Joe also was responsible for coordinating the SEC's response to new takeover methods and had significant involvement with the SEC's analyses and initiatives in many areas of corporate restructuring and changes of corporate control. Using his experience and responsibilities from the SEC, Joe continues to advise public companies and their boards of directors on various acquisition transactions. Joe also represents clients in connection with unsolicited takeover proposals, responding to activist stockholders, and the adoption of antitakeover defensive provisions. Joe also offers general corporate counseling and securities law reporting and compliance advice.

Over the years, Joe has spoken at numerous securities law conferences on various change of control topics. Since 1982, he has been an adjunct professor of law at The American University Law School, where he teaches a seminar on mergers and acquisitions.

Awards and recognitions


Mergers and Acquisitions: Corporate Governance
Legal 500 US

Education and admissions


J.D., Georgetown University Law Center, 1973

B.A., Manhattan College, cum laude, 1970

Bar admissions and qualifications

District of Columbia

New York

Representative experience

Represented Martek Bioscience in its US$1.09bn sale to Royal DSM.

Represented Dell Inc. in its US$25bn going-private transaction.

Represented Ford Motor Company in its response to the unsolicited tender offer by an entity controlled by Kirk Kerkorin.

Represented the Transaction Committee of the Board of Directors of Knology, Inc. in its US$1.5bn acquisition by WOW! Internet, Cable & Phone.

Represented Wal-Mart Stores in its acquisition by tender offer of American Depositary Shares of Distribution Y Servicio D&S S.A.

Represented On2 Technologies, Inc. in its US$120m acquisition by Google Inc.

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