Richard Vernon Smith

Richard Vernon Smith, a partner in the San Francisco office, is Chairman of the Mergers and Acquisitions Group and a member of the Corporate Group.  He has more than 25 years of experience in the areas of mergers and acquisitions, securities law and corporate law.  He has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including negotiated mergers, auction bid processes, cross-border transactions, distressed asset sales (including 363 sales), leveraged buyouts, going private transactions, hostile takeovers, proxy contests, takeover defense, and purchases and sales of divisions and subsidiaries.

Mr. Smith 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.  He regularly represents clients in the preparation and filing of periodic SEC reports, proxy statements and Williams Act reports.  He also assists clients in compliance with the 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.

Mr. Smith is experienced in all aspects of Delaware and California corporate, partnership and limited liability company law.  He regularly counsels 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.

Mr. Smith also has provided expert witness testimony on mergers and acquisitions, securities and corporate law matters.

Representative engagements include the following examples.

• Gmarket Inc.  Mr. Smith represented Gmarket Inc., South Korea's largest e-commerce marketplace, in the US$1.2 billion cash acquisition of control of this company by eBay Inc.
• Acer, Inc.  Mr. Smith represented Acer, Inc., the Taiwan-based, world's number three branded personal computer (PC) vendor and number two branded notebook vendor, in its acquisition for US$710 million of NYSE-listed Gateway, Inc., one of the world's top 10 PC companies, and its subsequent acquisition of Packard Bell BV, a leading European PC vendor.
• Teracent, Inc.  Mr. Smith advised Teracent, a privately held online advertising solutions company, in its sale to publicly held Google, Inc.
• Oxford Semiconductor, Inc.  Mr. Smith advised Oxford Semiconductor, a privately held fabless provider of silicon and software, in its sale to publicly held PLX Technology, Inc.
• Zensys Holdings.  Mr. Smith represented Zensys Holdings, a manufacturer of wireless chips, in its recent sale to publicly held Sigma Designs, Inc.
• Stag's Leap Wine Cellars.  Mr. Smith represented Stag's Leap Wine Cellars, one of Napa Valley's premier vineyards, in its US$185 million cash sale to a joint venture between Ste. Michelle Wine Estates of Washington and Marchese Piero Antinori of Italy.
• iVillage Inc.  Mr. Smith advised iVillage in its US$660 million acquisition by NBC Universal.  Previously, he advised iVillage in its US$75.9 million underwritten common stock offering.  He was the lead partner in iVillage’s US$30 million acquisition of Women.com Networks and Hearst Corporation’s US$20 million strategic investment in iVillage.  He also advised the company with its acquisitions of Healthology, Inc., HealthCenters Online, Lamaze Publishing Company and the Web site familypoint.com.  He also represented iVillage in connection with its joint venture with Unilever United States, Inc. and subsequent repurchase of Unilever's interest in the joint venture. as well as iVillage’s acquisition of 100 percent of the equity of ivillage.co.uk.
• Laserscope.  Mr. Smith advised Laserscope, the market leader for surgical treatment of obstructive benign prostatic hyperplasia, in its US$715 million acquisition by American Medical Systems Holdings, Inc.
• CalWest Industrial Properties, LLC.  Mr. Smith represented CalWest Industrial Properties, LLC, a joint venture between RREEF America LLC and the California Public Employees’ Retirement System, in connection with its US$2.1 billion acquisition of New York Stock Exchange-listed Cabot Industrial Trust, a real estate investment trust that owns more than 360 industrial properties across the United States.  The transaction included two steps consisting of an all cash tender offer followed by a squeeze out cash merger.  Mr. Smith also represented CalWest in connection with a tender offer by Cabot Industrial Properties LP to purchase US$255 million of its outstanding notes.  Mr. Smith also recently represented CalWest in connection to its US$250 million private placement of preferred interests.
• GetThere, Inc.  Mr. Smith represented GetThere, Inc., a publicly traded Internet company and the largest online marketplace for business-to-business travel, in its US$757 million acquisition by Sabre Holdings Corporation.  The transaction was structured as a two-step acquisition involving a cash tender offer followed by a short form merger.  Previously, he assisted the company in connection with corporate and securities matters, including its acquisitions of Automated Travel Systems, Inc. and the Web site allmeetings.com.
• Crowley Maritime Corporation.  Mr. Smith was the lead partner representing the majority stockholder in connection with a going private transaction in which this stockholder acquired (through a tender offer and short form merger) all shares held by the minority stockholders of publicly held Crowley Maritime Corporation.  Mr. Smith also represented Crowley in its US$65 million acquisition of the publicly held Marine Transport Corporation.  Mr. Smith has advised Crowley in numerous transactions over the last 18 years, including the company’s recapitalization in the early 1990s.
• The Broken Hill Proprietary Company Limited (Australia).  Mr. Smith represented this Australian public company in connection with the complete divestiture of its refining, petroleum retailing, synthetic gas manufacturing and energy-related public utility businesses in Hawaii.  These dispositions, totaling more than US$450 million, were effected through auction sales processes and privately negotiated transactions.
• Dover Investments Corporation.  Mr. Smith represented the majority stockholder who took this company private pursuant to a two-step transaction (tender offer/short form merger).
• Schuler Homes, Inc.  Mr. Smith represented this Hawaii-based home building concern in connection with its US$400 million merger with privately held Western Pacific Housing.  This transaction involved the formation of a new publicly traded holding company, which owns the stock of Schuler and the limited liability and partnership interests of the owners of Western Pacific Housing.
• Fritz Companies, Inc.  Mr. Smith represented this San Francisco-based freight forwarder and logistics company in its US$430 million acquisition by United Parcel Service, Inc.  This acquisition was structured as a stock for stock merger.
• ISOCOR.  Mr. Smith represented this publicly traded software company in its US$370 million acquisition by Critical Path, Inc., a San Francisco-based Internet company.  The transaction was structured as a stock for stock merger.
• VantagePoint Venture Partners.  Mr. Smith represented this venture capital firm in connection with the disposition of its 23 percent interest in publicly traded Intermix Media, Inc., the owner and operator of myspace.com, in conjunction with News Corporation's acquisition of Intermix.  He also advised the firm in its disposition of its interest in OZ Communications, Inc. to Nokia Corporation.
• REgrid Power.  Mr. Smith represented this privately held solar company in its sale to publicly traded Real Goods Solar, Inc.

Admitted in

• California

Memberships

• Bar Association of San Francisco
• State Bar of California

Multimedia

Publications

• Advisory board member and contributor to Deal Lawyers.

Speeches & Programs

• Mr. Smith is a frequent commentator on mergers and acquisitions trends for news media, including NPR and San Jose Mercury News. He also speaks and writes frequently about corporate law issues.