Significant Recent Securities Offerings

• AMB Property L.P. - $1 billion in debt offerings representing underwriters
• Del Monte Foods Company - $1.7 billion of high yield and bank debt representing Del Monte
• Indy Mac Bancorp - $150 million WIRES units (Capital Securities and Warrants) representing Morgan Stanley & Co. Incorporated
• Wells Fargo & Company - Company Counsel for all public offerings from 1982 to 1998.  Underwriters Counsel since 1998.  Lead over 100 public offerings of all forms of debt, equity and capital securities.

Significant Recent M&A Transactions

• $1.8 billion acquisition of J.D. Edwards by PeopleSoft.
• Response to unsolicited offer for PeopleSoft and subsequent $10.3 billion sale of company to Oracle Corporation.
• $2.8 billion "Reverse Morris Trust" acquisition of Heinz businesses by Del Monte Foods Company.
• $1.3 billion merger of Virata Corporation and Globespan, Inc.
• $90 million acquisition of Momentum Business Applications by PeopleSoft.
• PeopleSoft acquisition of Teamscape Corporation
• Stock acquisition of RSA Communications, D2 Technologies, Inverness Systems and Excess Bandwidth by Virata Corporation.
• Restructuring of Willis Lease Finance Corporation involving sale of two operating businesses to SR Technics, a subsidiary of SAir Group, sale of common stock to FlightLease, another subsidiary of SAir Group and negotiation of a shareholder agreement among the significant shareholders of Willis Lease-Representing Willis Lease
• Formation and funding of private REITs holding real estate loan portfolios for two separate banking institutions
• Merger of The Well with Salon.com
• Sale of Health Systems Design Corporation to Perot Systems - HSD counsel
• Asset sale of AmericaOne America's Cup team to Larry Ellison

Public Company Clients

Mr. Smith has been lead outside securities law counsel for the following public companies:

• Del Monte Foods Company*
• Grubb & Ellis Company
• Health Systems Design Corporation
• Pope & Talbot, Inc.
• The Newhall Land and Farming Company
• Newhall Investment Properties
• PeopleSoft, Inc.
• Unocal Corporation
• Virata Corporation
• Wells Fargo & Company*
• Willis Lease Finance Corporation*
• WorldCorp, Inc. (World Airways)
• Xoma Corporation

 *Indicates current client

Investment Bank Clients

• Credit Suisse
• Citigroup
• Goldman Sachs & Co.
• Morgan Stanley & Co. Incorporated

Investment Fund Clients

• Index Ventures
• Pisces, Inc.
• Vision Capital, LP

Positions and Achievements

• Ranked as a top tier Corporate/M&A attorney in the 2005, 2006, 2007, and 2008 Chambers USA: America's Leading Lawyers for Business Guide, as well as a top-tier California Capital Markets attorney in the 2007 and 2008 Guide
• Nominated by in-house counsel to be named in the 5th and 6th Edition of Euromoney's Guide to the World's Leading Capital Markets Lawyers, in association with Legal Media Group and the International Financial Law Review
• Nominated by peers as being one of California's leading Capital Markets attorneys in the Who's Who Legal: California 2007 Guide
• Treasurer, International Star Class Yacht Racing Association
• Founder, Director, Head of Business and Finance, AmericaOne, San Francisco based challenge for the 2000 America's Cup
• Chair, Glasser LegalWorks Annual Institute on Proxy Statements, Annual Meetings and Disclosure Documents, 1999-2007
• Member, Corporations Committee, State Bar of California, 1993-1996
• Participant, United States Olympic trials, Starboat class, 1984 and 1988