Biography

Douglas D. Smith is a corporate partner with over 30 years of experience in the Bay Area market.  His practice covers a wide range of corporate law matters, including advice to boards on their fiduciary duties, securities law compliance for public companies, public offerings, and mergers and acquisitions.  Mr. Smith has in-depth experience in several areas of technology including semiconductors and software as well as financial services, real estate and professional sports.  He has led over 100 M&A transactions and 250 public offerings.

Significant M&A Transactions

  • Matson Navigation – Representing buyer in an unsolicited purchase of Horizon Lines and simultaneous carve out by Horizon Lines of a line of business to eliminate an antitrust barrier to transaction
  • Response to unsolicited offer for PeopleSoft and subsequent $10.3 billion sale of company to Oracle Corporation
  • Depomed, Inc. – Response to $3 billion unsolicited offer by Horizon Pharma, an Irish drug maker
  • Representation of Strategic Bidder in auction for Motorola Home Business for Google
  • Sale of Peak International Limited to S&G Company- Representation of Independent Directors in connection with sale of Company to Chinese buyer and response to activist shareholder call of special shareholder meeting
  • Representation of 40% shareholder of Public Company in connection with multiple strategic alternatives
  • Expedia Spin-Off of TripAdvisor – Representation of Audit Committee
  • Representation of Public Biotechnology Company in connection with offer from 20% shareholder
  • Strategic Bidder in auction for Southwest Water Company
  • Sale of Security Appliance business by Nokia to Checkpoint
  • Barclays Capital as equity and debt provider to the Tishman/Lehman acquisition of the Archstone-Smith REIT
  • Merger of Equals of Artimi Ltd and Staccato Communications
  • $1.1 billion sale of dMarc Networks to Google, Inc.
  • $2.3 billion sale of AskJeeves to IAC/InterActive Corp.
  • $1.8 billion acquisition of J.D. Edwards & Company by PeopleSoft
  • $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.
  • Stock Acquisition of RSA Communications, D2 Technologies, Inverness Systems and Excess Bandwidth by Virata Limited
  • Asset sale of AmericaOne America's Cup team to Larry Ellison

Significant Securities Offerings

  • Wells Fargo & Company – Company Counsel for all public offerings from 1982 to 1998.  Underwriters Counsel since 1998.  Lead over 150 public offerings of all forms of debt, equity and capital securities including $12 billion common stock offering to repay TARP funding and $850 million auction of common stock warrants by the US Treasury
  • YuMe. – Representation of Citigroup Global Markets and Deutsche Bank Securities in initial public offering
  • Marin Software – Representation of Goldman Sachs and Deutsche Bank Securities in initial public offering
  • Xoom – Representation of Barclays and Needham in initial public offering
  • RPX Corporation – representation of underwriters in initial public offering
  • Financial Engines  – representation of underwriters in initial public offering
  • AMB Property, LP – $2.5 billion in debt and equity offerings representing underwriters
  • California Water Service Group - $100 million of First Mortgage Bonds
  • Virata Corporation – $80 million initial public offering and $500 million  securities offering representing Virata Corporation.

Education

Mr. Smith received his J.D. degree in 1979 from Vanderbilt University School of Law where he was a member of the Order of the Coif.  He received a B.A. degree in 1976 from Tufts University.

Positions and Achievements

  • Honored as 2014 Top Innovative Corporate Lawyer for structure of Matson acquisition of Horizon Lines;
  • Ranked as a leading California Corporate/M&A attorney in the 2005-2015 Chambers USA: America's Leading Lawyers for Business Guides, as well as a leading California Capital Markets attorney in the 2007-2015 Guides;
  • Named in the 2005-2015 Editions of Euromoney's Guide to the World's Leading Capital Markets Lawyers;
  • 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;
  • Member, Corporations Committee, State Bar of California, 1993-1996;
  • Participant, United States Olympic trials, Starboat class, 1984 and 1988.

Education

  • Vanderbilt University - 1979 - Juris Doctor
  • Tufts University - 1976 - Bachelor of Arts

Admissions

  • California Bar