Richard Vernon Smith, a partner in our San Francisco office and a member of our Global Mergers & Acquisitions and Private Equity Group, has over 38 years of experience in the areas of mergers and acquisitions, securities law and corporate law.
Richard has advised on more than 500 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, SPACs and reverse mergers, mergers of equals transactions, going dark transactions, hostile takeovers, proxy contests, takeover and activist defense, purchases and sales of divisions and subsidiaries and joint ventures. He co-authored a1,500-page book by Bloomberg, Mergers and Acquisitions of Privately Held Companies: Analysis, Forms and Agreements.
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, share repurchase programs, and rights offerings. He regularly represents clients in the preparation and filing of periodic SEC reports, proxy statements and Williams Act reports. He also advises clients on compliance with the Sarbanes-Oxley Act of 2002, Dodd-Frank Act of 2010 and JOBS Act; reporting under and compliance with Section 16 of the Securities Exchange Act of 1934; disclosure and reporting issues; sales of restricted securities and sales of securities by insiders; universal proxy cards; 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, board diversity, ESG matters, stockholder activism, legal compliance programs, 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.