A Guide to M&A Representations and Warranties Insurance
PartnerSilicon 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 35 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, 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.
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.