30 Rockefeller Plaza
New York, NY 10112
United States of America
+1 (212) 408-1092
ksmith@chadbourne.com
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Kevin
C.
Smith
Partner
Practice Description
Kevin Smith represents public and private companies and other institutions on a wide array of corporate and securities law matters. Mr. Smith's extensive transactional experience includes representing clients in mergers and acquisitions, joint ventures, dispositions, spin-offs and public and private debt and equity securities offerings, ranging in size from a few million to billions of dollars. In addition to his transactional practice, Mr. Smith regularly advises public company clients on securities law matters. He also counsels companies on a wide range of corporate governance matters, including board and board committee matters.
Representative Matters
- Represented Rockwell Automation, Inc. in the spin-offs to its shareholders of Meritor Automotive, Inc. and Rockwell Collins, Inc. and in its divestitures of its Power Systems business, FirstPoint Contact business and aerospace and defense businesses.
- Represented Rockwell Collins, Inc. in its acquisitions of Anzus, Inc. and the simulation business of Evans & Sutherland Computer Corporation.
- Represented GDF Suez North America in its acquisition of controlling interests in Astoria Project Partners LLC.
- Represented Iberdrola in the sale of its natural gas utility businesses in Connecticut and Massachusetts to UIL Holdings Corporation.
- Represented CA Technologies in its acquisitions of Base Technologies, Inc. and 4Base Technology, Inc.
- Represented DRS Technologies in connection with its acquisition of Consulting & Engineering for Next Generation Networks (CenGen).
- Represented Meritor Automotive, Inc. in its "merger of equals” with Arvin Industries, Inc. to form ArvinMeritor, Inc. and in its acquisition of Lucas Varity plc’s Heavy Vehicle Braking Systems business.
- Represented ArvinMeritor, Inc. in its divestiture of its Purolator filters business.
- Represented Boeing in its joint venture with Lockheed Martin to form United Launch Alliance.
- Represented Rockwell International in its joint venture with Lockheed Martin to form United Space Alliance.
- Represented issuers (including ArvinMeritor, Inc., Rockwell Automation, Inc. and Rockwell Collins, Inc.) in connection with debt and equity security offerings.
- Represented Harvard Industries in the sale of its automotive businesses in several transactions under Section 363 of the U.S. Bankruptcy Code.
Activities and Affiliations
Mr. Smith is a member of the Society of Corporate Secretaries & Governance Professionals.
Publications
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"Litigation Contingency Disclosure under ASC 450: A Survey of 2011 SEC Comment Letters," Practical Law Company, February 9, 2012
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"SEC Staff Continues to Focus on Litigation Contingency Disclosure," Corporate Practice NewsWire, January 2012
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"Delaware Chancery Court addresses application of Revlon standard to 50/50 cash and stock merger," VCEXPERTS, June 23, 2011
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"SEC Adopts Whistleblower Rules," Client Alert, June 2, 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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"Litigation Contingency Disclosure under ASC 450: A Survey of 2011 SEC Comment Letters," Practical Law Company, February 9, 2012
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"SEC Staff Continues to Focus on Litigation Contingency Disclosure," Corporate Practice NewsWire, January 2012
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"Delaware Chancery Court addresses application of Revlon standard to 50/50 cash and stock merger," VCEXPERTS, June 23, 2011
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"SEC Adopts Whistleblower Rules," Client Alert, June 2, 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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"Dodd-Frank Act: Executive Compensation and Corporate Governance Provisions," Client Alert, August 12, 2010
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"SEC Proposes Rule Amendments Facilitating Shareholder Proxy Access to Nominate Directors," July 6, 2009
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"Certain Shelf Registration Statements Will Expire Beginning December 1, 2008," Client Alert, July 31, 2008
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"SEC Revises Disclosure Requirements for Equity-Based Compensation," Client Alert, January 4, 2007
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"PIPEs Clogged," Project Finance NewsWire, (co-author), January 2007
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"Reminder: New Form 8-K Requirements for Executive Compensation Matters Take Effect November 7, 2006," Client Alert, November 1, 2006
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"New York Amends Newspaper Publication Requirements Applicable to Limited Liability Companies and Other Entities," Client Alert, May 1, 2006
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"SEC Issues FAQs on Securities Offering Reform Transition," Client Alert, October 4, 2005
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"SEC Proposes New Accelerated Filer Category and Revised Filing Deadlines and Extends Internal Control Compliance Deadline for Smaller Companies," Client Alert, October 4, 2005
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"What Late SEC Filers Need to Know," Bloomberg Law Reports, October 2005
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"SEC Adopts Major Securities Offering Reforms," Client Alert, July 29, 2005
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"Reminder: New Form 8-K Requirements Take Effect August 23, 2004," Client Alert, June 1, 2004
[ more publications ]
Speeches and Events
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ISS: 2011 Proxy Season Review and A Look Ahead to 2012,
October 7, 2011
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RiskMetrics: Policy Update and 2010 Proxy Season Preview,
New York, NY, January 15, 2010
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A Discussion With ISS (RiskMetrics): Policy Update, Research Process and Proxy Season Observations,
New York City, October 24, 2008
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The SEC's E-Proxy Rules: Legal Requirements and Practical Considerations,
New York City, February 11, 2008
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ISS: 2011 Proxy Season Review and A Look Ahead to 2012,
October 7, 2011
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RiskMetrics: Policy Update and 2010 Proxy Season Preview,
New York, NY, January 15, 2010
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A Discussion With ISS (RiskMetrics): Policy Update, Research Process and Proxy Season Observations,
New York City, October 24, 2008
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The SEC's E-Proxy Rules: Legal Requirements and Practical Considerations,
New York City, February 11, 2008
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