Richard Smith

Partner

Silicon Valley, San Francisco

Richard Vernon Smith, a partner in our Silicon Valley and San Francisco offices and a member of our Global Mergers & Acquisitions and Private Equity Group, has over 33 years of experience in the areas of mergers and acquisitions, securities law and corporate law.

Richard has advised on more than 400 M&A transactions and 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, tender offers and exchange offers, going private transactions, mergers of equals transactions, going dark transactions, hostile takeovers, proxy contests, takeover defense, purchases and sales of divisions and subsidiaries and joint ventures.

Richard 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 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.

  • Richard 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, stockholder activism, dissenters rights and appraisal demands, compliance matters, internal investigations, fiduciary duties, executive compensation, stockholder proposals, indemnification, directors’ and officers’ insurance and agreements among stockholders.

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

    • Thales SA (Euronext Paris:  HO). Mr. Smith is representing this leading international aerospace, defense and security company in connection with its pending $215 million acquisition of Guavus, Inc., a privately held, Silicon Valley based provider of real time big data analytics.
    • Silver Bay Realty Trust Corp (NYSE:  SBY). Mr. Smith is representing this NYSE listed single family home REIT in connection with its pending $1.4 billion all cash acquisition by Tricon Capital Group (TSX:  TCN).
    • IronPlanet Holdings Corporation. Mr. Smith is representing this privately held, VC backed online marketplace for used heavy equipment in connection with its $758 million acquisition by Ritchie Bros. Auctioneers (NYSE & TSX: RBA).
    • ClariPhy Communications. Mr. Smith represented this privately held, VC backed provider of ultra-high speed systems-on-chip in connection with its $300 million acquisition by Inphi Corporation (NYSE:  IPHI), a provider of high-speed data movement interconnects.
    • Sky-mobi (NASDAQ: MOBI). Mr. Smith represented the Special Committee of Sky-mobi, a mobile application platform and game publisher in China, in the privatization of the company.
    • Autohome (NYSE: ATHM). Mr. Smith represented Sequoia Capital in the US$3.6 billion proposed going-private transaction of Autohome, an online platform for automobile consumers in China.
    • Baidu (NASDAQ: BIDU). Mr. Smith represented this leading Chinese language Internet search provider in the US$150 million investment in Velodyne LiDAR, with Ford Motor Company (NYSE: F); and the strategic partnership with CloudFlare, a U.S. Internet security company.
    • VTech Holdings Limited (HKSE: 303). Mr. Smith represented this Hong Kong headquartered and Hong Kong Stock Exchange listed company in its cross border acquisition of publicly held LeapFrog Enterprises, Inc. (NYSE: LF) by means of a two step acquisition, the first step of which was an all cash tender offer followed by a merger pursuant to DGCL Section 251(h).
    • Zall Development Group (HKSE: 2098). Mr. Smith represented Zall Development Group in its US$76.5 million acquisition of interest in LightInTheBox (NYSE: LITB).
    • WuXi PharmaTech (NYSE: WX). Mr. Smith represented Sequoia Capital in the US$3.3 billion going-private transaction of WuXi PharmaTech, an open-access R&D capability and technology platform company serving the pharmaceutical, biotechnology, and medical device industries with operations in China and the U.S.
    • Thales SA (Euronext Paris: HO). Mr. Smith represented this leading international aerospace, defense and security company in connection with its US$400 million acquisition of Vormetric, Inc., a privately held, Silicon Valley based, provider of data protection solutions.
    • Microsoft Corporation (NASDAQ: MSFT). Mr. Smith represented Microsoft in its acquisition of Havok, a leading provider of 3D physics and Irish corporation, from Intel Corporation.
    • Perfect World Co (NASDAQ: PRWD). Mr. Smith represented the founder and chairman of in connection with his US$900 million take private of NASDAQ listed, Beijing, China, headquartered, Perfect World, a leading online game developer and operator based in China.
    • Sungy Mobile Limited (NASDAQ: GOMO). Mr. Smith represented the founder and chairman in connection with his US$155 million take private of NASDAQ listed, Guangzhou, China, headquartered, Sungy Mobile, a leading provider of mobile internet products and services in China.
    • TouchTunes Interactive Networks, Inc. Mr. Smith represented this privately held digital jukebox producer, distributor and servicer in connection with the acquisition of a controlling interest in TouchTunes by funds managed by Searchlight Capital Partners, L.P.
    • Zip Realty, Inc. (NASDAQ: ZIPR) Mr. Smith represented Zip Realty, Inc., a NASDAQ listed operator of real estate brokerages and an online real estate marketing platform, in connection with its US $166 million all cash acquisition by Realology Holdings Corp. (NASDAQ: RLGY)
    • IronPlanet, Inc. Mr. Smith represented this privately held leading online marketplace for buying and selling used heavy equipment and trucks, in its merger with Associated Auction Services LLC.
    • TOA Technologies, Inc. Mr. Smith represented this privately held, VC backed leading provider of cloud-based field service solutions that manage and optimize the last mile of customer service for enterprises by coordinating activities between dispatchers, mobile employees and their customers in its acquisition by Oracle Corporation. (NYSE: ORCL)
    • Vendavo, Inc. Mr. Smith represented this privately held, VC backed leader in business-to-business (B2B) pricing solutions in its acquisition by private equity firm Francisco Partners.
    • SolarBridge Technologies, Inc. Mr. Smith represented this privately held leader in integrated microinverter technologies for the solar industry in its acquisition by SunPower Corp. (NASDAQ: SPWR)
    • DNV GL/KEMA USA. Mr. Smith represented this global independent testing and certification firm in its acquisition of privately held PV Evolution Labs, a leading solar module testing company.
    • VanceInfo Technologies Inc. (NYSE: VIT) Mr. Smith represented Beijing, China headquartered VanceInfo Technologies Inc., an NYSE listed IT services provider, in its tax-free, all-stock merger of equals with hiSoft Technology International Limited, a NASDAQ listed IT services provider (NASDAQ: HSFT), valued at US$875 million. This transaction represents one of the largest mergers between two Chinese companies listed in the United States.
    • Yammer, Inc. Mr. Smith represented privately held Yammer, Inc., a San Francisco headquartered social network service for businesses, in connection with its US$1.2 billion all cash acquisition by Microsoft Corporation (NASDAQ: MSFT).
    • Par Pharmaceutical Companies, Inc. (NYSE: PRX) Mr. Smith represented Par Pharmaceutical Companies, Inc., an NYSE listed developer, manufacturer and marketer of generic drugs, in connection with its US$1.9 billion all cash acquisition by an affiliate of the private equity firm TPG.
    • Acer Inc. (2353 TAIWAN) Mr. Smith represented Acer, Inc., the Taiwan-based personal computer (PC) vendor and number two notebook vendor, in its US$320 million acquisition of Silicon Valley based iGware, Inc. Mr. Smith also represented Acer 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.
    • SureWest Communications (NASDAQ: SURW). Mr. Smith represented SureWest Communications, a NASDAQ listed provider of telecommunications, cable television, Internet and data services, in connection with its US$349 million acquisition by NASDAQ listed Consolidated Communications Holdings, Inc. The transaction involves a one-step merger in which the shareholders of SureWest would be entitled to elect to receive specified amounts of cash, stock or a combination thereof.
    • Samson Holdings Ltd (HKSE: 531). Mr. Smith represented this Hong Kong Stock Exchange listed, Dongguan, Guangdong, China headquartered, furniture manufacturer and wholesaler in its bid and effort to acquire the assets of U.S. furniture maker Furniture Brands International through a U.S. Bankruptcy Code 363 auction sale process.
    • Pactera Technology International (NASDAQ: PACT). Mr. Smith is representing this NASDAQ listed, Beijing, China, headquartered, technology outsourcing company in connection with a US$625 million going private transaction led by affiliates of Blackstone Group LP.
    • Elance, Inc. Mr. Smith represented this privately held online staffing firm in its business combination with online staffing competitor oDesk Corporation, including as to the issuance of securities to security holders of both companies exempt from Securities Act of 1933 registration due to compliance with the California fairness hearing process.
    • Movoto LLC. Mr. Smith represented this privately held internet based provider of residential real estate services in connection with its acquisition by Recruit Holdings of Japan.
    • IntelePeer Holdings, Inc. Mr. Smith represented this privately held provider of cloud communications services in the sale of its voice peering business to Peerless Network.
    • Nexsan Corporation. Mr. Smith represented privately held Nexsan Corporation, a Southern California headquartered disk-based storage systems company, in connection with its US$120 million cash and stock acquisition by publicly traded Imation Corp. (NYSE: IMN)
    • Fotowatio Renewable Ventures, Inc. Mr. Smith represented Fotowatio Renewable Ventures, an independent solar power producer and developer of solar projects, in its US$112 million cash sale to MEMC Electronics Materials and SunEdison.
    • Anvil Holdings, Inc. Mr. Smith represented privately held Anvil Holdings, Inc., parent company of Anvil Knitwear, a leading U.S. apparel brand, in its US$88 million cash acquisition by Gildan Activewear, Inc.
    • Hawaiian Telcom Holdco (NASDAQ: HCOM). Mr. Smith represented Hawaiian Telcom Holdco, a NASDAQ listed, a communications company serving the State of Hawaii, in its US$13 million acquisition of Wavecom Solutions Corporation's competitive local exchange carrier business.
    • E&J Gallo Winery. Mr. Smith represented E&J Gallo Winery in its acquisition of Edna Valley Vineyard, a San Luis Obispo, California based winery.
    • Recurrent Energy, Inc. Mr. Smith represented Recurrent Energy, Inc., an independent power producer and a leading developer of distributed solar projects, in its US$305 million cash sale to Sharp Corp. of Japan.
    • Gmarket Inc. (NASDAQ: GMKT) Mr. Smith represented NASDAQ listed Gmarket Inc., South Korea's largest e-commerce marketplace, in the US$1.2 billion all cash acquisition of control of this company by eBay Inc. (NASDAQ: EBAY)
    • Kace Networks, Inc. Mr. Smith advised Kace, a privately held maker of systems appliances, in its sale to Dell Inc.
    • Widevine Technologies, Inc. Mr. Smith advised Widevine, a VC-backed provider of multiplatform and multiformat solutions for content owners, in its sale to Google, Inc. (NASDAQ: GOOG)
    • Teracent, Inc. Mr. Smith advised Teracent, a VC-backed online advertising solutions company, in its sale to Google, Inc. (NASDAQ: GOOG)
    • Agito Networks. Mr. Smith advised Agito, a privately held mobile communications technology company, in its US$11.4 million all cash sale to publicly held ShoreTel Inc. (NASDAQ: SHOR)
    • AMKO Industrial Co., Ltd. Mr. Smith advised this Taiwan based manufacturer of electric lighting equipment and other products in its agreement to join a consortium of investors which has taken private JK Yaming International Holdings Ltd, a Singapore stock exchange listed company.  The consortium members contributed their shares of JK Yaming stock to a new company, which company made an all cash tender offer (in accordance with the rules of the Singapore Stock Exchange) to acquire all remaining outstanding shares of JK Yaming. In the transaction, AMKO, previously a major shareholder of JK Yaming, liquidated a portion of its holdings while rolling over the remainder into an investment in a new holding company formed to own JK Yaming.
    • Symphony Teleca Corporation. Mr. Smith advised Symphony Teleca, a privately held software product engineering firm, in its $780 MN acquisition by Harman International Industries, Inc. (NYSE: HAR) Mr. Smith also represented Symphony Teleca in its acquisition of Aditi Technologies, headquartered in Bangalore, India for US$. Mr. Smith represented Symphony Teleca in its acquisition of CoreObjects, Inc., a product development services provider. Mr. Smith also advised Symphony Teleca in connection with its merger with Teleca Corporation.
    • Astro Gaming, Inc. Mr. Smith advised this privately held designer and developer of video gaming equipment for pro gamers and leagues in its acquisition by Skullcandy Inc. (NASDAQ: SKUL)
    • 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. (NASDAQ: PLXT)
    • Zensys Holdings. Mr. Smith represented Zensys Holdings, a manufacturer of wireless chips, in its sale to publicly held Sigma Designs, Inc. (NASDAQ: SIGM)
    • 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. (NASDAQ: IVIL) 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, Inc. (NASDAQ: LSCP)  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 all cash acquisition of New York Stock Exchange-listed Cabot Industrial Trust (NYSE: CTR), 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. (NASDAQ: GTHR) 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 all cash acquisition by Sabre Holdings Corporation (NYSE: SABR). 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 website 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 (OTC: DOVRA). 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. (NASDAQ: SHLR) 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. (NASDAQ: FRTZ) Mr. Smith represented this San Francisco-based freight forwarder and logistics company in its US$430 million acquisition by United Parcel Service, Inc. (NYSE: UPS) This acquisition was structured as a stock for stock merger.
    • ISOCOR (NASDAQ: ICOR). Mr. Smith represented this publicly traded software company in its US$370 million acquisition by Critical Path, Inc. (NASDAQ: CPTH), a San Francisco-based Internet company. The transaction was structured as a stock for stock merger.
    • VantagePoint Venture Partners. Mr. Smith has represented this venture capital firm in connection with the disposition of a number of its investments in public and private companies, including its 23 percent interest in publicly traded Intermix Media, Inc. (AMEX: MIX), the owner and operator of myspace.com, in conjunction with News Corporation's acquisition of Intermix; its interest in OZ Communications, Inc. to Nokia Corporation; its interest in publicly traded BakBone Software, Inc. to Quest Software, Inc.; and its interest in Multiply, Inc. (online shopping) to Naspers Limited.
    • REgrid Power. Mr. Smith represented this privately held solar company in its sale to publicly traded Real Goods Solar, Inc.

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