Photo of J. David Smith

J. David Smith, Jr.

Counsel , Lexington KY


J. David Smith, Jr.

Counsel , Lexington KY

David rejoined Stoll Keenon Ogden’s Lexington office as Counsel to the Firm in 2018, following a two-and-a-half-year hiatus to serve as President of United Bank & Capital Trust Company. Before this time, his entire career was spent with SKO, and this includes four years as Managing Partner.

In his current role at the firm, David concentrates primarily on Banking and Business Services, Public Finance, Mergers & Acquisitions, and Securities & Corporate Governance. He works with clients throughout Kentucky, ranging from financial institutions to franchised auto dealers.

For his many legal accomplishments over the course of his career, David has been honored as a “Leading Lawyer for Business” by Chambers USA, among other distinctions. He is listed in the Bond Buyer’s Municipal Marketplace (“Red Book”) as a nationally recognized bond counsel.

Public Finance: Well-versed in Federal and Kentucky tax and securities laws, David helps clients navigate the complexities of financing to support the construction and improvement of public facilities.

Banking Law: For financial institutions, David provides a wide range of services, from assistance with securities offerings to representation in mergers and acquisitions.

Business Services: Drawing on his substantial experience as both a legal practitioner and branch president, David represents corporate clients across a span of business activities, including the review and analysis of securities and financial transactions.

Mergers & Acquisitions: David advises businesses on how to best structure transactions to deal with regulatory, tax, contractual, or other concerns. He also provides counsel on asset collections, stock purchases, mergers, and spin-offs.

Securities & Corporate Governance: David provides services ranging from the evaluation and preparation of equity offerings to guidance on securities law compliance.

Equine Transactional: Building on a long-standing SKO tradition, David assists race tracks and other entities with financial and general business needs, including the development of contracts for the purchase, sale, and syndication of horses.

Auto Dealer Services: David provides counsel to franchised automotive dealers on a wide variety of tax, regulatory, and transactional matters. He understands the complex nature of their businesses and works to help minimize their liability.


University of Kentucky College of Law, 1982, J.D., Order of the Coif

Georgetown College, 1979, B.A., summa cum laude


Admitted In

  • Kentucky

Professional & Community Activities

  • Fayette County Bar Association

  • Kentucky Bar Association

  • American Bar Association

  • LexArts, former Chairman of the Board

  • Fund for the Arts, former Board of Directors

  • Louisville Ballet, former Board of Directors

  • Lexington Public Library Foundation, former Board of Directors

  • Paris-Bourbon County YMCA, former Board of Directors and President

  • Commerce Lexington, former Board of Directors

  • Kentucky Historical Society Foundation, Board of Directors, President

  • Delta Dental, Board of Directors, Vice Chairman

  • World Trade Center Kentucky, former Board of Directors

  • Keeneland Association Inc., Board of Directors, 2005 – 2020

  • Creosalus Inc., Board of Directors, 2005 – 2020

  • Lovejoy Industries, Inc., Board of Directors


  • AV Preeminent® Peer Review Rated by Martindale-Hubbell®

  • Best Lawyers in America®

  • Kentucky Super Lawyer, Mergers & Acquisitions

  • Chambers USA, Leading Lawyer for Business, Corporate/M&A, 2014

  • Louisville Magazine Top Lawyer, Banking Law, 2012-2014

Work Highlights

  • Representation of Financial Institutions in Enforcement Actions

    Representation of financial institution clients in negotiating with regulatory authorities about proposed enforcement actions, including formal cease and desist and consent orders, informal memoranda of understanding and civil money penalties. Advising financial institutions regarding compliance with enforcement actions and regulatory compliance matters.

  • Public Finance

    Served over the years as bond counsel, issuer’s counsel and underwriter’s counsel in various tax-exempt and taxable financings.

  • Public Tender Offer

    Representation of public issuer in a “Dutch Auction” self-tender offer for approximately $17 million in a NASDAQ listed common stock.

  • Holding Company Loan and Preferred Stock Financing for Acquisition of Community Bank

    Negotiated a loan and preferred stock financing by a larger financial institution for a one-bank holding company to acquire a community bank. The preferred stock component involved negotiation with the Federal Reserve Board for approval of a possible change of control.

  • Formation of Bank Holding Company and Simultaneous Acquisition of Bank

    Represented a group of private investors before the Federal Reserve Board to form a bank holding company to acquire a community bank. Negotiation and consummation of an agreement for the new holding company to acquire the community bank.

  • Trust Company

    Represented a bank in the purchase of all the outstanding stock of a trust company.

  • Mergers and Acquisitions

    Represented dozens of financial institutions in both sale transactions and acquisitions of other financial institutions in transactions ranging in size from $7,000,000 to $500,000,000. Represented other non-financial institution buyer and seller, including recent biotech seller in a $250,000,000 transaction.

  • Venture Capital

    Represented several early-stage companies in debt and equity venture capital infusions.

  • Sale of Racecourse Interest

    Represented a racetrack association in the sale of a portion of its ownership interest. SKO handled all aspects of the transaction for our client and obtained approval by the governing horse racing commission for the sale.

  • Section 363 Proceedings

    Represented both back-holding agencies and energy companies in assist sales under section 363 of the United States Bankruptcy Code.

Contact David Today

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