Eric R. Smith

Partner
Smith Eric
Eric Smith represents publicly traded and privately held companies in mergers and acquisitions, capital-raising transactions, and joint ventures in domestic and cross-border transactions. Eric regularly works with private equity funds, hedge funds, venture capital funds, and their investors in portfolio transactions, fund formation, and securities compliance. He also assists public companies with periodic SEC reporting obligations, stockholder relations, and the rules established by securities exchanges. He has considerable experience advising clients on stockholder relations, portfolio transactions, and periodic Securities and Exchange Commission (SEC) reporting obligations.

Eric assists organizations and firms in many industries, including energy, retail, manufacturing, real estate, healthcare, cybersecurity, professional sports, financial services, government contracting, entertainment, and business services. He also provides routine corporate counseling to businesses as their outside general counsel.

Prior to entering private practice, Eric worked as in-house counsel for a manufacturing and wholesale food company, where he handled issues related to shareholder rights, corporate governance, mergers and acquisitions, corporate planning, contracting, and antitrust.

 

Experience

Representative Matters

Mergers, Acquisitions, and Joint Ventures

  • Represented Nemetschek SE in its acquisition of Design Data Corporation
  • Represented Legg Mason, Inc. in its sale of 1919 Investment Counsel & Trust Company, N.A., formerly known as Legg Mason Investment Counsel & Trust Company, N.A., to Stifel Financial Corporation
  • Represented an acquiring bank in its acquisition and recapitalization of First Mariner Bank
  • Represented the majority owners of an NHL franchise and an NBA franchise in the acquisition of the minority owners' interests
  • Represented Circuit City in a $290 million tender offer for all outstanding shares of InterTan, Inc.
  • Represented a private company in a reverse merger into a public shell and related SEC registration
  • Represented AMF Bowling Worldwide in a $670 million leveraged buy-out by a private equity fund• Served as seller's counsel, in a $180 million sale of a minority interest in a private company to an investment bank
  • Represented a NASDAQ-listed biotechnology company in a corporate reorganization designed to preserve $380 million in NOLs
  • Served as seller's counsel, in a sale to a private equity fund of a majority interest of an IT solutions government contractor with an enterprise value of $61.5 million
  • Represented Circuit City in the split-off of CarMax, Inc. as an NYSE-listed corporation with an initial market capitalization in excess of $2 billion
  • Served as seller's counsel, in the sale of a government contractor IT firm with an enterprise value of $160 million
  • Represented a publicly traded petroleum refiner and marketer in a "going-private" transaction
  • Represented a private equity fund in the "going-private" acquisition of a publicly traded resort operator
  • Represented a publicly traded defense contractor in the establishment of a joint venture with an Israeli company

Corporate Finance

  • Served as issuer's counsel in a $137 million follow-on public common stock offering of an NYSE-listed corporation
  • Served as issuer's counsel in an initial public offering and related exchange listing by a real estate investment trust
  • Served as issuer's counsel to a real estate investment trust in multiple private placements
  • Represented numerous privately owned companies and investors in angel- and venture-backed private placement transactions
  • Served as underwriter's counsel in a preferred stock offering by a NASDAQ-listed corporation
  • Served as underwriter's counsel in a follow-on common stock offering by a NASDAQ-listed corporation
  • Represented a privately owned biotechnology company in a $35 million private offering
  • Represented a REIT issuer in a $60 million private capital raise
  • Served as issuer's counsel in $200 million, $300 million, and $400 million Senior Notes offerings by an NYSE-listed corporation
  • Served as issuer's counsel in a $300 million 144A debt offering and subsequent exchange offer by an NYSE-listed corporation
  • Served as issuer's counsel in $1.3 billion and $1.2 billion shelf registrations by an NYSE-listed corporation

Fund Formation and Investment Adviser Compliance

  • Represented sponsors of private equity funds, hedge funds, and real estate funds in fund formation and capital raising
  • Represented investors in private equity funds, real estate funds, hedge funds, and venture capital funds in initial investment and secondary market transfers of fund interests
  • Represented sponsors of private equity funds, real estate funds, and hedge funds regarding investment adviser regulatory compliance under federal and state securities laws
  • Represented a real estate trust with investments of more than $3.5 billion in fund organization and capital raising
  • Represented investment advisory firms regarding compliance with federal and state securities law 
 

Insights

Credentials
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Education

  • LL.M. Securities and Financial Regulations Georgetown University Law Center 1999
  • J.D. University of Baltimore School of Law 1997
  • B.S. Cornell University 1993

Bar Admissions

  • Maryland

Professional Memberships and Activities

  • Member, American Bar Association, Committee on Federal Regulation of Securities
  • Member, ABA, Committee on Negotiated Acquisitions
  • Member, ABA, Committee on Corporate Governance
  • Member, Maryland State Bar Association
 

Recognition
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  • Listed in The Best Lawyers in America (Woodward/White, Inc.), 2013 - 2019

Community
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Volunteerism

  • Serves on the board of directors for the First Tee of Baltimore