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J. David Smith, Jr.

Direct Phone: 859.231.3062

J. David Smith, Jr.

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 financings 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 of both 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.

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.

Related Practices: Banking

Public Finance

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

Related Practices: Public Finance

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.

Related Practices: Banking, Public Finance

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.

Related Practices: Banking