Richard Smith

Background

About Richard Smith

I have 38 years of experience in the areas of mergers and acquisitions, securities law and corporate law. I have advised on more than 500 M&A transactions and have represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including negotiated mergers, auction bid processes, cross-border transactions, SPACs, distressed asset sales (including 363 sales), leveraged buyouts, tender offers and exchange offers, going private transactions, mergers of equals, hostile takeovers, proxy contests, activist and takeover defense, purchases and sales of divisions and subsidiaries, and joint ventures. I have also has represented clients in a wide range of SEC-registered, underwritten and privately placed stock and debt offerings, and he has assisted companies in connection with issuer tender offers (both equity and debt), recapitalizations, restructurings and rights offerings. I regularly represents clients in the preparation and filing of periodic SEC reports, proxy statements and Williams Act reports. I also assists clients in compliance with the Dodd-Frank Act of 2010 and Sarbanes-Oxley Act of 2002; Section 16 of the Securities Exchange Act of 1934; real time disclosure compliance; sales of restricted securities and sales of securities by insiders; disclosure issues, including with respect to Rule 10b-5 and Regulation FD; and NYSE/NASDAQ rule compliance and inquiries. I am experienced in all aspects of Delaware and California corporate, partnership and limited liability company law. I regularly counsel boards of directors and stockholders, as well as audit, compensation and nominating/governance committees, concerning corporate governance, compliance matters, internal investigations, fiduciary duties, executive compensation, stockholder proposals, indemnification, directors’ and officers’ insurance and agreements among stockholders.