Danielle R. Whitley

Partner

Overview

Danielle Whitley is a partner and business lawyer with Foley & Lardner LLP. Her practice focuses in the areas of mergers and acquisitions, finance and general corporate law. Danielle has participated in many complex domestic and cross-border purchase and sale transactions representing both buyers and sellers in various industries. Representative transactions include stock sales, asset sales, mergers and internal reorganizations. She is a member of the firm’s Finance & Financial Institutions and Transactional & Securities Practices.

In addition, Danielle routinely represents lenders and borrowers in finance transactions. Her transactional experience includes secured and unsecured credit facilities, asset-based lending and acquisition finance.

Affiliations

Since 2005, Danielle has served as general counsel to The Donna Foundation, an organization dedicated to assisting underserved women living with breast cancer in Northeast Florida. In addition, she has also served as general counsel to 26.2 with Donna The National Marathon to Finish Breast Cancer, Inc., an organization which hosts the only U.S. marathon dedicated solely to raising funds to end breast cancer.

Recognition

Danielle has been recognized as one of the top 2009 Up & Coming Attorneys in Florida Trend magazine’s Florida Legal Elite™ balloting.

Education

Danielle received her law degree (J.D., with honors, 2000) from the University of Florida College of Law. She also received her bachelor's degree (B.S., with honors, 1996) and master's degree (M.Acc., 2000) in accounting from the University of Florida.

Admissions and Licenses

Danielle is a licensed certified public accountant and a member of The Florida Bar.

Publications

  • “Common Misconceptions Regarding Preferred Stock Create Risk of Costly Mistakes,” Global Banking and Finance, April 25, 2019
  • “Delaware Court Rules for the First Time That Buyer May Walk From Deal for Material Adverse Effect,” Global Banking and Finance, October 24, 2018
  • Co-author, “Buy-side Directors Face Risk in Conflict Deals,” The M&A Journal, October 2018
  • Co-author, “Common Misconceptions Regarding Preferred Stock Create Risk of Costly Mistakes,” Global Banking & Finance Review, July 27, 2018
  • "Beware! Delaware Case Law Sets Potential Pitfall in Merger Pact Indemnification Caps," Westlaw Journal/Thomson Reuters, July 31, 2017
  • Co-author, “Blocking Director’s Fiduciary Duty Essential for Successful Remote Entity Structure,” Delaware Corporate, February 27, 2017
  • “Delaware high court restricts potential claims against bankers for flawed M&A process,” Westlaw Journal: Delaware Corporate, December 21, 2015
  • “Why CEO Was Held Personally Liable for $148M in Dole Foods Buyout,” Westlaw Journal: Delaware Corporate, September 14, 2015
  • “El Paso Corp. Hit With $171 million in Damages for Defective Related-party Transaction,” Westlaw Journal: Corporate Officers & Directors Liability, June 1, 2015
  • “Delaware High Court Applies ‘Business Judgment’ to Controlling-Stockholder Buyouts,” Westlaw Journal: Corporate Officers & Directors Liability, April 7, 2014
  • “3rd Circuit rules Delaware Chancery Court arbitrations must be open to the public,” Westlaw Journal: Delaware Corporate, December 9, 2013
  • “Bank of America merger shields Countrywide directors from pending suits,” Westlaw Journal: Corporate Officers and Directors Liability, September 23, 2013
  • "Goldman Directors Win Dismissal of Challenge to Management Compensation Structure," Westlaw Journal: Delaware Corporate, October 31, 2011
  • "My banker, my frenemy," The Deal magazine, May 9, 2011
  • "Delaware court delays Del Monte merger over investment banker misconduct concerns," Corporate Officers & Directors Liability, Westlaw Journal/Thomson Reuters, February 28, 2011
  • "Post-closing price adjustments upheld by Delaware court," Mergers & Acquisitions, Westlaw Journal/Thomson Reuters, December 2010
  • "Delaware court upholds poison pill with ‘grandfather’ exemption for existing large stockholder," Delaware Corporate, Westlaw Journal/Thomson Reuters, September 3, 2010
  • "Frozen Gas: CNX Gas thaws the controlling stockholder freeze-out role for special committees," The Deal magazine, July 19, 2010
  • "Delaware court applies unified standard for review of all freeze-out transactions by controlling shareholders," Delaware Corporate Litigation Reporter, Westlaw/Thomson Reuters, June 14, 2010
  • "New Requirements and Increased Supervision Over Economic Stimulus and Bailout Funds May Increase Potential False Claims Act Liability for Recipients," co-author, Foley & Lardner LLP Legal News Alert: Financial Crisis Response Team, April 29, 2010 and Financial Fraud Law Report, July/August 2009
  • "NOL and Void: Delaware's Chancery court upholds a poison pill designed to protect net operating loss carryforwards," co-author, The Deal magazine, April 5, 2010
  • "Director's Fiduciary Duties: Increasing Focus on Good Faith and Independence," The Florida Bar Journal, July/August 2009

Representative Matters

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Foley represented Emergent Capital, Inc. in its Regulation S offering of Senior Secured Notes in Canada.
Represented Hall Equities Group (HEG) in connection with the acquisition of 29 hotels and the corporate assets of ZMC Hotels, which employs more than 1,000 people. The aggregate purchase price was approximately $225,226,000. ZMC Hotels owns and operates both private label boutique hotels, as well as those licensed by many prominent brands, including Hilton, Marriott, IHG, Wyndham, and others. Hotels are disbursed across the country from Duluth, Minnesota, to Phoenix, Arizona, to Sebring, Florida, and many locations in between. Five hotels are clustered in Scottsdale, Arizona. All of the hotels, along with other select quality properties, were master leased to and are being managed by Zenith Asset Company, an affiliate of HEG. Equity financing for the transaction was derived from a variety of sources, including the sale of three quality properties by the Hall Equities Group sponsored investment groups, cash on hand, and the refinancing of two multi-family apartment buildings. As part of the equity raise, one of HEG's investment groups sold a shopping center to Excel Trust, Inc. This shopping center was originally developed by HEG and owned since 2000. The aggregate purchase price was approximately $131,000,000. This super-regional center is known as Monte Vista Crossings and is located in Turlock, California. Monte Vista Crossings is one of the largest open-air regional shopping centers in the western United States, and is home to national retailers such as Home Depot, Target, Kohl’s, Lowe’s, Safeway, Dick’s Sporting Goods, Ross Dress for Less, Bed Bath & Beyond, T.J. Maxx, Old Navy, Office Max, Petco, In-Shape Fitness, Gap, Pier One Imports, and more than fifty additional well known shops and restaurants. The seller retained HEG to handle the ongoing leasing and construction of the next phase of Monte Vista Crossings. Another HEG sponsored investment group sold a luxury apartment project in downtown Walnut Creek, California. This six-story, 100-unit Class “A” building of concrete construction is known as The Arroyo. The project was sold to a major US-based Life Insurance Company, which has retained HEG as both the General Contractor to complete construction of the project, and as the Property Manager for the project going forward. An additional HEG sponsored investment group sold the 41,000 square foot 2890 North Main Street office building in Walnut Creek. Proceeds from all three sales were used by the investor groups to generate equity capital for the hotel portfolio acquisition. The balance of the proceeds were derived from an acquisition loan from Bank of America.
Represented purchaser of largest processor and distributor of North American, cold-water lobster.

Capabilities

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