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J. David Smith, Jr.

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 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.