30 Rockefeller Plaza
New York, NY 10112
United States of America
+1 (212) 408-5371
esmith@chadbourne.com
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Edward
P.
Smith
Partner
Practice Description
Ed Smith has been advising Chadbourne’s large publicly held corporate clients since 1967. His experience covers mergers and acquisitions, joint ventures, spin-offs, capital market transactions and other corporate transactions and advice.
Mr. Smith also advises on executive compensation and employee benefits matters, including incentive and other executive compensation plans, employment agreements, stock option and other equity compensation arrangements and issues arising under ERISA and Sections 409A and 162(m) of the Internal Revenue Code.
Representative Matters
- Represented Beam, Inc. in its 2011 tender offer to repurchase €500 million of its public debt.
- Represented Fortune Brands in the 2011 sale of its Titleist golf business for $1.225 billion.
- Represented Fortune Brands in its 2011 tender offer for $1 billion of its public debt.
- Represented North American Galvanizing and Coatings in its 2010 acquisition by AZZ Incorporated by way of public tender offer and merger.
- Represented Fortune Brands in its 2009 public offering of $400 million of notes due 2012.
- Represented Timex in its 2009 acquisition of trademarks from Marc Ecko Enterprises.
- Represented Fortune Brands in its 2009 public offering of $500 million of notes due 2014.
- Represented Jim Beam Brands in its 2008 acquisition of the Cruzan rum brand and distillery.
- Represented the shareholders of Parkridge Holdings in the 2007 sale of their shares to ProLogis.
- Represented Jim Beam Brands in its 2006 acquisition of distilled spirits and wine brands valued at $5 billion from Allied Domecq and Pernod Ricard.
- Represented Fortune Brands in its 2006 offering of €800 million of notes.
- Represented Fortune Brands in its 2005 Securities and Exchange Commission’s (SEC) registered sale of $2 billion of notes.
- Represented Fortune Brands, Inc. in the 2005 spin-off of its ACCO World Corporation office products unit and subsequent merger of ACCO with General Binding Corporation.
- Represented The LongChamp Group in its sale to Silvercrest Asset Management in 2004.
- Represented Fortune Brands, Inc. in its acquisition of Cobra Golf for $700 million.
- Represented Fortune Brands, Inc. in the spin-off of its Gallaher subsidiary, which had a market value of $3.1 billion.
- Represented Jim Beam Brands in the establishment of Maxxium, a worldwide distilled spirits distribution joint venture among Jim Beam Brands, Remy Cointreau and Highland Distillers.
- Represented Jim Beam Brands in the establishment of Future Brands LLC, a distilled spirits distribution joint venture in the U.S. with V&S Vin & Spirit AB, manufacturer of Absolut Vodka.
- Represented American Brands, Inc. in its sale of The Franklin Life Insurance Company to American General Corporation for $1.2 billion.
- Represented American Brands, Inc. in the sale of The American Tobacco Company to B.A.T. Industries for $1 billion.
- Represented Whitney & Co. in its $685 million acquisition of Herbalife.
- Represented the management group that purchased Modern Women, Inc. and its subsequent resale to Charming Shoppes, Inc.
- Represented the Special Committee of the Board of Directors of Swisher Cigar in the going-private transaction of this publicly held company.
Honors
Mr. Smith is listed in New York Super Lawyers (2007, 2008 and 2009) and as a leading mergers and acquisitions lawyer in The Legal 500 (2009 and 2010). Mr. Smith writes and speaks frequently on corporate governance and executive compensation matters.
Publications
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"Fiduciary Liability of LLC Managers and Members," Client Alert, August 16, 2011
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"New York State's Marriage Equality Act: Impact on Employee Benefit Plans," Client Alert, August 15, 2011
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"Plan fiduciary action in wake of U.S. credit downgrade and global market fluctuations," Financial Regulation International, July/August 2011
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"IRS Issues Proposed 162 (m) Regulations Clarifying Rules on Deductibility of Performance-Based Compensation," Client Alert, July 13, 2011
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"Something for Everyone: 'CIGNA Corp. v. Amara'," Law.com, June 13, 2011
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"Fiduciary Liability of LLC Managers and Members," Client Alert, August 16, 2011
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"New York State's Marriage Equality Act: Impact on Employee Benefit Plans," Client Alert, August 15, 2011
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"Plan fiduciary action in wake of U.S. credit downgrade and global market fluctuations," Financial Regulation International, July/August 2011
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"IRS Issues Proposed 162 (m) Regulations Clarifying Rules on Deductibility of Performance-Based Compensation," Client Alert, July 13, 2011
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"Something for Everyone: 'CIGNA Corp. v. Amara'," Law.com, June 13, 2011
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"In Olson v. ev3, the Delaware Chancery Court Revisits Top-Up Options and Critiques the Appraisal Dilution Theory," Client Alert, May 9, 2011
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"SEC Proposes Rules Requiring Listing Standards Related To Compensation Committees and Compensation Consultants," Client Alert, April 4, 2011
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"Employer Suffers Loss From Amended Stock Award Agreement Despite §409A Compliance," WestLaw Business Currents, December 16, 2010
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"Delayed Effectiveness of FASB Proposal on Disclosure of Certain Loss Contingencies," Client Alert, November 1, 2010
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"SEC Proposes Say-on-Pay Rules," Client Alert, October 22, 2010
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"FASB Proposes Increased Loss Contingency Disclosure Rule," Law.com, September 13, 2010
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"SEC Adopts Rule Amendments Facilitating Shareholder Proxy Access to Nominate Directors," Client Alert, September 8, 2010
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"New York Amends Power of Attorney Law to Exclude Most Corporate Transactions," Client Alert, August 23, 2010
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"FASB Proposal on Disclosure of Certain Loss Contingencies," Client Alert, August 23, 2010
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"Dodd-Frank Act: Executive Compensation and Corporate Governance Provisions," Client Alert, August 12, 2010
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"COBRA Subsidy Extended Through May 31, 2010," April 19, 2010
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"COBRA Subsidy Extended Through March 31, 2010," March 3, 2010
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"IRS Announces Long-Awaited Section 409A Document Correction Program," January 2010
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"DOL and IRS Issue Guidance on COBRA Subsidy Extension," January 11, 2010
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"Analysis: Sec Adopts Expanded Governance And Executive Compensation Disclosure," Westlaw Business, January 7, 2010
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"RiskMetrics 2010 Executive Compensation Policy Updates," Client Alert, January 2010
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"RiskMetrics 2010 U.S. Corporate Governance Policy Updates," Client Alert, December 2009
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"IRS Issues Final Regulations Affecting Employee Stock Purchase Plans," December 24, 2009
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"COBRA Subsidy Extended For Additional Six Months," December 22, 2009
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"SEC Approves Final Rules on Enhanced Executive Compensation and Corporate Governance Proxy Disclosure," Client Alert, December 22, 2009
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"IRS Extends Year-End Deadline for Adopting Certain Pension Protection Act Amendments," December 14, 2008
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"Section 162(m): Immediate Action May Be Required to Preserve Performance-Based Compensation Deduction," November 20, 2009
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"Section 409A: Certain Violations May be Corrected by Year End," November 20, 2009
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"Treasury and IRS Grant Limited Relief for Cash Balance Plans," November 13, 2009
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"NY Employment Law Update -- NY Department of Labor Mandates Use of Official Form for New Hires," November 13, 2009
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"FMLA's Military Leave Provisions Expanded," November 12, 2009
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"No Retirement Plan Cost-of-Living Increases for 2010," October 15, 2009
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"Recent Developments in New York Employment Law," August 20, 2009
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"Employment Law Roundup of the Supreme Court's 2008-2009 Term," August 6, 2009
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"Reminder -- Pension Protection Act Amendments Generally Due By End of 2009; Also, It May Not Be Too Late to Make Required Section 415 Amendments," July 29, 2009
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"SEC Proposes Enhanced Executive Compensation and Corporate Governance Proxy Disclosure," July 28, 2009
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"New COBRA Subsidy Requirements Impact Employers, Insurers and Health Plan Participants," Law.com, April 22, 2009
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"IRS Issues New COBRA Subsidy Guidance," April 1, 2009
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"DOL Issues New Model COBRA Notices," March 19, 2009
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"2009 American Recovery and Reinvestment Act: New COBRA Obligations Require Immediate Action," February 24, 2009
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"2009 American Recovery and Reinvestment Act: Expanded Restrictions on Executive Compensation for TARP Recipients," February 20, 2009
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"Underwater Options: Practical Guidance," February 19, 2009
[ more publications ]
Speeches and Events
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"Corporate Governance and Proxy Changes after Dodd Frank," Thomson Reuters, December 15, 2010
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"Risk Oversight: What Should Boards Be Doing About Risk Now?," New York, NY, October, 2010
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"New 409A Document Correction Program: What You Need to Know Now," New York, NY, February 11, 2010
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"New SEC Proxy Disclosure Rules," New York, NY, February 3, 2010
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RiskMetrics: Policy Update and 2010 Proxy Season Preview,
New York, NY, January 15, 2010
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"Corporate Governance and Proxy Changes after Dodd Frank," Thomson Reuters, December 15, 2010
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"Risk Oversight: What Should Boards Be Doing About Risk Now?," New York, NY, October, 2010
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"New 409A Document Correction Program: What You Need to Know Now," New York, NY, February 11, 2010
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"New SEC Proxy Disclosure Rules," New York, NY, February 3, 2010
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RiskMetrics: Policy Update and 2010 Proxy Season Preview,
New York, NY, January 15, 2010
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"The Proxy Landscape for 2010: Corporate Governance and Compensation Issues," Thomson Reuters, January 13, 2010
[ more speeches and events ]
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