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740

Practice:

  • Mergers & Acquisitions
  • Capital Markets
  • Technology Companies Group
  • Japan
  • Taiwan

Richard Smith 合伙人

旧金山

Smith律师曾处理超过400宗并购交易,并为客户就涉及上市公司和私人公司的各类并购交易提供法律服务,包括协议兼并、拍卖出价程序、跨国交易、出售不良资产(包括363条款下的出售交易)、杠杆收购、要约收购、要约互换、私有化、对等合并交易、退市交易、敌意收购、代理权争夺、反收购以及对公司部门和子公司的买卖等。

Smith律师曾代表客户处理涉及美国证监会注册登记、承销及私募股票和债券发行等交易,并协助公司处理有关发行人的股权和债务要约收购、资本调整、重组和供股等事务。他经常代表客户编制和储存定期向美国证监会提交的报告、股东委托书及威廉姆斯法案(Williams Act)报告。另外,他还协助客户处理有关合规事宜,包括在2010年通过的多德-弗兰克法案(Dodd-Frank Act)和在2002年通过的萨班斯法案(Sarbanes-Oxley)的合规事宜、1934年证券交易法案第16条、实时披露规定合规、出售限制性证券和内幕人士出售的证券、有关10b-5规定和FD法规的披露事宜以及纳斯达克和纽约证券交易所的合规和调查等方面的业务。

Smith律师对在特拉华州和加州的企业、合伙公司和有限责任公司的法律均有丰富的经验。他经常就公司治理、股东争取权益行动、合规事务、内部调查、诚信义务、行政人员薪酬、股东提案、赔偿、董事和职员的保险和股东间的协议等事宜为董事会、股东、审计、薪酬及人员任命委员会、管理委员会提供法律服务。

Smith律师还在并购、证券和公司法律事务方面提供专家意见证言。

740

Practice:

  • Finance Sector
  • 税务

Larry Sobel 合伙人

Los Angeles; 休斯敦

As both bond counsel and underwriter’s counsel, he has been responsible for structuring and analyzing the tax aspects of many tax-exempt financings throughout the country.

Larry has extensive experience in handling IRS audits of bond transactions. He has represented issuers in dozens of audits all of which have ended favorably either with the IRS issuing a “no change” letter or by negotiating a reasonable settlement when needed. Larry also has handled a number of submissions under the IRS’ Voluntary Closing Agreement Program (or VCAP). The two most recent VCAP submissions represented cases of first impression for the IRS; one involving an issue of qualified energy conservation bonds relating to determining the amount of those bonds eligible for the federal subsidy; the other involved the plan to convert a “new money” bond issue into an advance refunding (which did not meet all of the requirements for a tax-exempt advance refunding). Both cases ultimately were resolved on the original terms proposed to the IRS.

Larry has also been instrumental in developing new financing techniques and structures. He first devised the tax structure and analysis for, and has served as tax counsel on, Orrick’s tax exempt tobacco revenue securitizations. He has developed the tax structure on numerous tax-exempt prepayments for natural gas for municipal utilities both within and outside of California.

740

Practice:

  • Finance Sector
  • Public Finance

Stephen Spitz 合伙人

旧金山

Steve serves as bond counsel, disclosure counsel and underwriters’ counsel in a variety of municipal enterprise revenue bond issuances, including financing for water, wastewater, solid waste and airport facilities. His practice is, in addition, focused on single family and multifamily affordable housing financings. Steve also has extensive experience in higher education financings, interest rate swaps and swap based products in the municipal market. He often assumes a leading role in bond and disclosure work for new and complex clients.

Practice:

  • Energy & Infrastructure Sector
  • Mergers & Acquisitions
  • Private Equity
  • Infrastructure
  • Energy
  • Real Estate
  • Capital Markets

Patrick Tardivy 合伙人

巴黎

An M&A and private equity lawyer, Patrick advises French and international companies and investors on all aspects of corporate law in the context of acquisitions, disposals, mergers, reorganizations, including business carveouts and strategic alliances.

Patrick is particularly active in the energy and infrastructure fields as well as the tech sectors, working alongside investment funds, French and foreign groups, on both domestic and cross border transactions. Patrick also has significant experience in M&A projects with a focus in the real estate sector where he acts as lead counsel on high-profile transactions.

Recognized by the major international ranking guides, Patrick is described by his clients as as "[ ] very smart and has a constructive approach and a deep knowledge of the law", "highly business-oriented with strong commercial awareness" and “always able to find solutions.”  (Chambers Global 2025 – Corporate/M&A: High-end Capability).

Patrick formerly served as co-chair of Orrick's global M&A and Private Equity practice.

Prior to joining Orrick in 2016, Patrick was a partner in a Magic Circle law firm.

740

Practice:

  • Energy & Infrastructure Sector
  • Energy & Infrastructure
  • Real Estate
  • Infrastructure
  • Energy
  • Renewable Energy

Darrell Thomas 高级顾问律师

休斯敦

Darrell has experience in a wide range of traditional real estate matters, including drafting and negotiating development agreements, construction contracts, restrictions agreements, purchase and sale agreements, ground leases, facility and office leases, and construction and permanent loan documents. He has also formed commercial and residential condominium regimes, including for mixed uses. He represents developers and users in acquisition and development matters, including requirements for access, utilities, detention, drainage, use restrictions and economic incentive arrangements. He also represents lenders in commercial mortgage loan originations, workouts and foreclosures.

Darrell also works on all aspects of real property requirements for energy and other projects, including drafting and negotiating leases, easements and other real property agreements, satisfying title insurance requirements, reviewing and revising property tax abatement agreements and resolving conflicts between mineral and surface development. connection with renewable energy projects, including the development, construction, financing, acquisition and disposition of projects.

740

Practice:

  • Finance Sector
  • Public Finance

Paul A. Toland 顾问律师

旧金山

Paul's practice includes bond and issuer counsel work for tax-exempt and taxable financings, with a focus on revenue bonds, particularly multifamily housing revenue bonds issued by cities, counties, public authorities and joint powers agencies. 

Paul also serves as special counsel for the California Statewide Communities Development Authority for its conduit housing financings.