Douglas D. Smith

Douglas D. Smith is a corporate partner in the San Francisco office of Gibson Dunn.  His practice covers a wide range of corporate law matters, principally mergers and acquisitions, debt and equity offerings, securities law compliance for public companies and advice to boards on their fiduciary duties. He led the team defending PeopleSoft against Oracle’s hostile tender offer resulting in a doubling of Oracle’s initial offer.

With over 30 years of experience in the San Francisco market Mr. Smith has in-depth experience in the financial services, real estate, biotechnology and healthcare, semiconductor, software, internet media and professional sports businesses.  He has led over 250 public offerings and 75 M&A transactions.

Significant Recent M&A Transactions

• Expedia Spin-Off of TripAdvisor – Representation of Audit Committee
• Strategic Bidder in auction for Southwest Water Company
• Sale of Security Appliance business by Nokia to Checkpoint
• Barclays Capital as equity and debt provider to the Tishman/Lehman acquisition of the Archstone-Smith REIT
• Sale of Peak International Limited to S&G Company- Representation of Independent Directors in connection with sale of Company and response to Activist Shareholder call of special shareholder meeting
• Merger of Equals of Artimi Ltd and Staccato Communications
• $1.1 billion sale of dMarc Networks to Google, Inc.
• $2.3 billion sale of AskJeeves to IAC/InterActive Corp.
• $1.8 billion acquisition of J.D. Edwards & Company by PeopleSoft
• Response to unsolicited offer for PeopleSoft and subsequent $10.3 billion sale of company to Oracle Corporation
• $2.8 billion "Reverse Morris Trust" acquisition of Heinz businesses by Del Monte Foods Company
• $1.3 billion merger of Virata Corporation and Globespan, Inc.
• Stock Acquisition of RSA Communications, D2 Technologies, Inverness Systems and Ecess Bandwidth by Virata Limited
• Asset sale of AmericaOne America's Cup team to Larry Ellison

Significant Recent Securities Offerings

• RPX Corporation – representation of underwriters in initial public offering
• Financial Engines – representation of underwriters in initial public offering
• AMB Property, LP – $2.5 billion in debt and equity offerings representing underwriters
• California Water Service Group - $200 million of First Mortgage Bonds
• Wells Fargo & Company – Company Counsel for all public offerings from 1982 to 1998. Underwriters Counsel since 1998. Lead over 150 public offerings of all forms of debt, equity and capital securities including $12 billion common stock offering to repay TARP funding and $850 million auction of common stock warrants by the US Treasury
• Virata Corporation – $80 million initial public offering and $500 million securities offering representing Virata Corporation

Education

Mr. Smith received his J.D. degree in 1979 from Vanderbilt University School of Law where he was a member of the Order of the Coif. He received a B.A. degree in 1976 from Tufts University.

Positions and Achievements

• Ranked as a leading California Corporate/M&A attorney in the 2005-2011 Chambers USA: America's Leading Lawyers for Business Guides, as well as a leading California Capital Markets attorney in the 2007-2011 Guides;
• Named in the 2005-2010 Editions of Euromoney's Guide to the World's Leading Capital Markets Lawyers;
• Treasurer, International Star Class Yacht Racing Association;
• Founder, Director, Head of Business and Finance, AmericaOne, San Francisco based challenge for the 2000 America's Cup;
• Member, Corporations Committee, State Bar of California, 1993-1996;
• Participant, United States Olympic trials, Starboat class, 1984 and 1988.