
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 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 2005 Securities and Exchange Commission’s (SEC) registered sale of $2 billion of notes.
- Represented Fortune Brands in its 2006 offering of €800 million of notes in 2006.
- Represented The LongChamp Group in its sale to Silvercrest Asset Management in 2004.
- 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 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) for employee benefits and ERISA law.
Activities and Affiliations
Mr. Smith is a member of The Florida Bar and serves as Corporate Secretary for the American Bureau of Metal Statistics Inc.
Publications
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"ADA Amendments: New Protections for Employees and Key Obligations of Employers," September 2008
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"Certain Shelf Registration Statements Will Expire Begining December 1, 2008," The Metropolitan Corporate Counsel, September 2008
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"Certain Shelf Registration Statements Will Expire Beginning December 1, 2008," July 31, 2008
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"Gauging Impact of IRS Rule on Performance-Based Compensation," law.com, April 3, 2008
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"Year 2008 Retirement Plan Cost-of-Living Adjustments," Client Alert, October 18, 2007
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"ADA Amendments: New Protections for Employees and Key Obligations of Employers," September 2008
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"Certain Shelf Registration Statements Will Expire Begining December 1, 2008," The Metropolitan Corporate Counsel, September 2008
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"Certain Shelf Registration Statements Will Expire Beginning December 1, 2008," July 31, 2008
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"Gauging Impact of IRS Rule on Performance-Based Compensation," law.com, April 3, 2008
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"Year 2008 Retirement Plan Cost-of-Living Adjustments," Client Alert, October 18, 2007
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"Internal Revenue Service Issues More Pension Protection Act Guidance," Client Alert, January 15, 2007
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"SEC Revises Disclosure Requirements for Equity-Based Compensation," Client Alert, January 4, 2007
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"Treasury and IRS Issue Interim 409A Reporting and Disclosure Guidance for 2005 and 2006," Client Alert, December 11, 2006
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"Deadline Extended for New Qualified Plan Employer Stock Diversification Requirements," Client Alert, December 7, 2006
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"Year 2007 Retirement Plan Cost-of-Living Adjustments," Client Alert, October 23, 2006
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"Treasury and IRS Extend Deadline for Written Compliance With Section 409A," Client Alert, October 15, 2006
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"What You Need to Know About New SEC Compensation Disclosure and Analysis Rules," law.com, September 2006
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"SEC Adopts Amendments to Executive Compensation and Related Person Transaction Disclosure Rules," Client Alert, August 25, 2006
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"Treasury and IRS Issue Transitional Relief for Funding Nonqualified Compensation Plans Through Offshore and 'Springing Rabbi' Trusts," Client Alert, March 29, 2006
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"SEC Proposes Amendments to Executive Compensation and Related Party Disclosure Rules," Client Alert, February 21, 2006
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"IRS Suspends 409A’s Reporting and Wage Withholding Requirements for 2005," Client Alert, December 12, 2005
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"Treasury and IRS Issue 'Second Round' of 409A Guidance: What You Need to Know and Do Before Year End," Client Alert, October 27, 2005
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"Treasury and IRS Exempt Many Foreign Plans and Arrangements Under Proposed 409A Regulations," Client Alert, October 27, 2005
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"New Guidance Clarifies 409A’s Application to Separation Pay Arrangements," Client Alert, October 27, 2005
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"Year 2006 Retirement Plan Cost of Living Adjustments," Client Alert, October 14, 2005
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"Treasury and IRS Issue Long-Awaited 'Second Round' of 409A Guidance," Client Alert, September 29, 2005
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"SEC Enforcement: District Court Dismisses 'Nit-Picking' Allegations of Regulation FD Violations," Client Alert, September 26, 2005
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"IRS Opens New Program for Determination Letter Applications," Client Alert, August 31, 2005
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Employee Benefits & Executive Compensation: Legal Perspectives, June 2005
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"SEC Enforcement: Reaffirmation of Earnings Guidance in Violation of Regulation FD," Client Alert, April 18, 2005
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"Treasury and IRS Issue Key Guidance on New Nonqualified Deferred Compensation Law - December 2004," Client Alert, December 20, 2004
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"SEC Releases Final Rules Mandating Registration of Hedge Fund Advisers Under Investment Advisers Act," Client Alert, December 14, 2004
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"SEC Proposes Major Securities Offering Reforms," Client Alert, December 8, 2004
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"DOL Issues Guidance for Locating Missing Participants in Terminated 401(k) Plans," Client Alert, October 21, 2004
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"Year 2005 Retirement Plan Cost of Living Adjustments," Client Alert, October 20, 2004
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"Sweeping Changes to Law Governing Nonqualified Deferred Compensation Plans," Client Alert, October 14, 2004
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"SEC Proposes One-Year Postponement of Accelerated Filing Deadlines," Client Alert, September 4, 2004
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"NYSE and Nasdaq Corporate Governance Amendments," Client Alert, September 1, 2004
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"Treasury and IRS Delay Relative Value Regulations Effective Date," Client Alert, July 5, 2004
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"SEC Proposes Mandatory Registration of Hedge Fund Advisers Under Investment Advisers Act," Client Alert, July 1, 2004
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"Treasury and IRS Withdraw Proposed Cash Balance Regulations," Client Alert, June 15, 2004
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"SEC Staff To Make Public Comment Letters and Company Responses," Client Alert, June 1, 2004
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"Reminder: New Form 8-K Requirements Take Effect August 23, 2004," Client Alert, June 1, 2004
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"SEC Amends Form 8-K and Accelerates Filing Date," Client Alert, March 25, 2004
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"SEC Extends Deadline for Compliance with Sarbanes-Oxley Internal Control Report Rules," Client Alert, February 27, 2004
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"NYSE and Nasdaq Representatives Discuss New Corporate Governance Rules; NYSE Issues Related FAQs," Client Alert, February 4, 2004
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"Treasury Proposes New Legislation on Cash Balance Plans," Client Alert, February 3, 2004
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"SEC Issues Interpretive Guidance on MD&A Disclosure," Client Alert, January 29, 2004
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"New NYSE and Nasdaq Corporate Governance Rules Take Effect in 2004," Client Alert, January 15, 2004
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"SEC Adopts New Proxy Disclosure Rules Regarding Board Nominating Committees and Shareholder Communications With Boards of Directors," Client Alert, December 22, 2003
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"SEC Amends Rule 10b-18 Safe Harbor for Issuer Share Repurchases," Client Alert, December 22, 2003
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"SEC Proposes New Rules Regarding Shareholder Proxy Access for Director Nominations," Client Alert, November 19, 2003
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"NYSE and Nasdaq Submit Amended Corporate Governance Rule Proposals to the SEC," Client Alert, October 21, 2003
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"Year 2004 Retirement Plan Cost of Living Adjustments," Client Alert, October 17, 2003
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Employee Benefits & Executive Compensation: Legal Perspectives, August 2003
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"SEC Proposes New Proxy Disclosure Rules Regarding Board Nominating Committees and Shareholder Communications With Boards of Directors," Client Alert, August 20, 2003
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"NYSE and Nasdaq Adopt Final Rules on Shareholder Approval of Equity Compensation Plans and Broker Voting," Client Alert, July 8, 2003
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"SEC Adopts Final Rules Requiring Management Report on Internal Control Over Financial Reporting," Client Alert, July 8, 2003
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"Treasury and IRS Withdraw Cash Balance Regulations," Client Alert, April 8, 2003
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"SEC Adopts Final Rules on Standards of Professional Conduct for Attorneys and Extends Comment Period on Noisy Withdrawal Proposal," Client Alert, February 28, 2003
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"SEC Adopts Final Rules Restricting Insider Trading During Pension Fund Blackout Periods," Client Alert, February 28, 2003
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"SEC Adopts Final Rules on Auditor Independence," Client Alert, February 19, 2003
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"SEC Adopts Final Rules on MD&A Disclosure of Off-Balance Sheet Arrangements and Contractual Obligations," Client Alert, February 18, 2003
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"SEC Proposes New Rules on Listed Company Audit Committees," Client Alert, January 31, 2003
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"SEC Adopts Final Disclosure Rules Regarding Audit Committee Financial Experts and Codes of Ethics for Senior Executives," Client Alert, January 31, 2003
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"SEC Adopts Final Rules on Use of 'Pro Forma' Financial Information and Required Furnishing of Earnings Releases on Form 8-K," Client Alert, January 31, 2003
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Employee Benefits & Executive Compensation: Legal Perspectives, January 2003
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"SEC Proposes Amendments to Rule 10b-18 Safe Harbor For Issuer Share Repurchases," Client Alert, January 17, 2003
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"SEC Proposes New Rules on Electronic Filing and Website Posting of Section 16 Filings," Client Alert, January 17, 2003
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"SEC Proposes New Rules on Auditor Independence," Client Alert, December 23, 2002
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Employee Benefits & Executive Compensation: Legal Perspectives, December 2002
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"SEC Enforcement of Regulation FD," Client Alert, December 9, 2002
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"SEC Proposes New Rules on Use of 'Pro Forma' Financial Information and Requiring Filing of Earnings Releases on Form 8-K," Client Alert, November 21, 2002
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"SEC Proposes New Disclosure Requirements to Implement Sarbanes-Oxley Act," Client Alert, November 18, 2002
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"NYSE and Nasdaq File Proposed Rule Changes on Shareholder Approval of Equity Compensation Plans," Client Alert, October 30, 2002
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"Year 2003 Retirement Plan Cost of Living Adjustments," Client Alert, October 21, 2002
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"New SEC Rules Implement Certification Requirements and Accelerate Periodic Filings," Client Alert, September 5, 2002
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"New SEC Rules Implement Section 16 Amendments," Client Alert, August 30, 2002
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"NYSE Files Proposed New Corporate Governance Rules with the SEC," Client Alert, August 23, 2002
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"SEC to Adopt Rules to Implement Section 16 Amendments," Client Alert, August 8, 2002
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Employee Benefits & Executive Compensation: Legal Perspectives, August 2002
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Employee Benefits & Executive Compensation: Legal Perspectives, July 2002
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"Sarbanes-Oxley Act of 2002 Amends Securities Laws to Crack Down on Corporate Fraud," Client Alert, July 1, 2002
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"SEC Issues Order Requiring Filing of Sworn Statments Regarding Accuracy of SEC Filings," Client Alert, July 1, 2002
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Employee Benefits & Executive Compensation: Legal Perspectives, July 2001
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Employment Law: The Bottom Line, Vol. 7, No. 1, June 2001
[ more publications ]
Speeches and Events
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