
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, from start-ups to Fortune 500 companies, 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, including SEC filings and other disclosure matters, Sarbanes-Oxley compliance, trading by insiders, proxy statements and shareholder meetings, share repurchases, and structuring and implementing equity-based compensation plans. He also counsels companies on a wide range of corporate governance matters, including board and board committee matters and compliance with NYSE, Nasdaq and Amex corporate governance-related listing standards.
Representative Matters
- Represented Rockwell Automation, Inc. in the spin-offs to its shareholders of Meritor Automotive, Inc. and Rockwell Collins, Inc.
- Represented Rockwell Automation, Inc. in its divestitures of its Power Systems business, FirstPoint Contact business and aerospace and defense businesses.
- Represented Meritor Automotive, Inc. in its "merger of equals” with Arvin Industries, Inc. to form ArvinMeritor, Inc.
- Represented Meritor Automotive, Inc. 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 Rockwell Collins, Inc. in its acquisitions of Anzus, Inc. and the simulation business of Evans & Sutherland Computer Corporation.
- Represented Rockwell Collins in connection with its $750 million universal shelf registration and its $200 million public debt offering.
- Represented Harvard Industries in the sale of its automotive business 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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"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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"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 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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"SEC Issues FAQs on Securities Offering Reform Transition," 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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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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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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