Norton Rose Fulbright US LLP
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Ed Smith has been advising the firm’s large publicly held corporate clients since 1967. His experience covers mergers and acquisitions, joint ventures, spin-offs, capital market transactions and other corporate transactions and advice.
Mr. Smith also advises on executive compensation and employee benefits matters, including incentive and other executive compensation plans, employment agreements, stock option and other equity compensation arrangements and issues arising under ERISA and Sections 409A and 162(m) of the Internal Revenue Code.
LL.B, Columbia Law School, 1963
BA, College of the Holy Cross, 1960
- New York State Bar
- Represented Beam Inc. in its 2013 US$500 million registered notes offering and contemporaneous cash tender offers and redemptions for certain of its outstanding public debt.
- Represented Beam Inc. in the 2012 redemption of its publicly held US$2.67 Convertible Preferred Stock.
- Represented Glickenhaus & Co. in the 2012 transfer of its investment advisory business to Neuberger Berman.
- Represented Beam Inc. in its 2012 US$600 million registered notes offering.
- Represented Beam Inc. in its 2011 tender offer to repurchase €500 million of its public debt.
- Represented Fortune Brands in the 2011 sale of its Titleist golf business for US$1.225 billion.
- Represented Fortune Brands in its 2011 tender offer for US$1 billion of its public debt.
- Represented North American Galvanizing and Coatings in its 2010 acquisition by AZZ Incorporated by way of public tender offer and merger.
- Represented Fortune Brands in its 2009 public offering of US$400 million of notes due 2012.
- Represented Timex in its 2009 acquisition of trademarks from Marc Ecko Enterprises.
- Represented Fortune Brands in its 2009 public offering of US$500 million of notes due 2014.
- Represented Jim Beam Brands in its 2008 acquisition of the Cruzan rum brand and distillery.
- Represented the shareholders of Parkridge Holdings in the 2007 sale of their shares to ProLogis.
- Represented Jim Beam Brands in its 2006 acquisition of distilled spirits and wine brands valued at US$5 billion from Allied Domecq and Pernod Ricard.
- Represented Fortune Brands in its 2006 offering of €800 million of notes.
- Represented Fortune Brands in its 2005 Securities and Exchange Commission’s (SEC) registered sale of US$2 billion of notes.
- Represented Fortune Brands, Inc. in the 2005 spin-off of its ACCO World Corporation office products unit and subsequent merger of ACCO with General Binding Corporation.
- Represented The LongChamp Group in its sale to Silvercrest Asset Management in 2004.
- Represented Fortune Brands, Inc. in its acquisition of Cobra Golf for US$700 million.
- Represented Fortune Brands, Inc. in the spin-off of its Gallaher subsidiary, which had a market value of US$3.1 billion.
- Represented Jim Beam Brands in the establishment of Maxxium, a worldwide distilled spirits distribution joint venture among Jim Beam Brands, Remy Cointreau and Highland Distillers.
- Represented Jim Beam Brands in the establishment of Future Brands LLC, a distilled spirits distribution joint venture in the U.S. with V&S Vin & Spirit AB, manufacturer of Absolut Vodka.
- Represented American Brands, Inc. in its sale of The Franklin Life Insurance Company to American General Corporation for US$1.2 billion.
- Represented American Brands, Inc. in the sale of The American Tobacco Company to B.A.T. Industries for US$1 billion.
- Represented Whitney & Co. in its US$685 million acquisition of Herbalife.
- Represented the management group that purchased Modern Women, Inc. and its subsequent resale to Charming Shoppes, Inc.
- Represented the Special Committee of the Board of Directors of Swisher Cigar in the going-private transaction of this publicly held company.
- Leading lawyer, mergers & acquisitions, The Legal 500, 2009-2015
- New York Super Lawyer, Super Lawyers, 2007-2009
- "ISS Updates Proxy Voting Guidelines for 2015 Proxy Season," Client Alert, November 24, 2014
- "Ninth Circuit Revives ERISA “Stock Drop” Case Post-Dudenhoeffer," Client Alert, November 6, 2014
- "ISS Proposes New Approaches to Evaluate Equity Plan and Independent Chair Proposals for the 2015 Proxy Season," Client Alert, October 21, 2014
- "Supreme Court Rejects Presumption of Prudence in Stock Drop Cases," Client Alert, July 2, 2014
- "SEC Issues Order for Partial Stay of Conflict Minerals Rules," Client Alert, May 5, 2014
- "Loss Profit Waivers: Beware of Unintended Consequences," Corporate Practice NewsWire, May 2014
- "SEC Issues Guidance on Conflict Minerals Rules," Client Alert, April 30, 2014
- "U.S. Court of Appeals Issues Ruling in Conflict Minerals Case," Client Alert, April 21, 2014
- "IRS Issues Guidance on Retroactive Application of Windsor Case to Retirement Plans," April 9, 2014
- "Deal Parties Begin Taking Advantage of New Delaware Tender Offer Rules," Corporate Practice NewsWire, November 2013
- "Separating 401(k) Plan Prospectus and Summary Plan Description May Avoid Certain ERISA Fiduciary Duty Concerns," Employee Benefit Plan Review, October 2013
- "First Circuit Holds That Private Equity Funds Can Be Liable For Portfolio Company Pension Plan Obligations," Client Alert, August 8, 2013
- "Are Private Equity Funds Liable for Portfolio Company Pension Plan Obligations? A US District Court Weighs In," Corporate Practice NewsWire, July 2013
- "Separating 401(k) Plan Prospectus and Summary Plan Description May Avoid Certain ERISA Fiduciary Duty Concerns," Corporate Practice NewsWire, July 2013
- "The Next Say on Say on Pay: Litigation," NACD Directorship, May/June 2012
- "In re Delphi Financial Group Shareholder Litigation," Client Alert, March 23, 2012
- "Fiduciary Liability of LLC Managers and Members," Client Alert, August 16, 2011
- "New York State's Marriage Equality Act: Impact on Employee Benefit Plans," Client Alert, August 15, 2011
- "Plan fiduciary action in wake of U.S. credit downgrade and global market fluctuations," Financial Regulation International, July/August 2011
- "IRS Issues Proposed 162 (m) Regulations Clarifying Rules on Deductibility of Performance-Based Compensation," Client Alert, July 13, 2011
- "Something for Everyone: 'CIGNA Corp. v. Amara'," Law.com, June 13, 2011
- "In Olson v. ev3, the Delaware Chancery Court Revisits Top-Up Options and Critiques the Appraisal Dilution Theory," Client Alert, May 9, 2011
- "SEC Proposes Rules Requiring Listing Standards Related To Compensation Committees and Compensation Consultants," Client Alert, April 4, 2011
- "Employer Suffers Loss From Amended Stock Award Agreement Despite §409A Compliance," WestLaw Business Currents, December 16, 2010
- "Delayed Effectiveness of FASB Proposal on Disclosure of Certain Loss Contingencies," Client Alert, November 1, 2010
- "SEC Proposes Say-on-Pay Rules," Client Alert, October 22, 2010
- "FASB Proposes Increased Loss Contingency Disclosure Rule," Law.com, September 13, 2010
- "New Retirement Plan Fee Disclosure Requirements: What You Need to Know and Do Now," New York, NY, May 23, 2012
- "Corporate Governance and Proxy Changes after Dodd Frank," Thomson Reuters, New York, NY, December 15, 2010
- "Risk Oversight: What Should Boards Be Doing About Risk Now?," New York, NY, October, 2010
- "New 409A Document Correction Program: What You Need to Know Now," New York, NY, February 11, 2010
- "New SEC Proxy Disclosure Rules," New York, NY, February 3, 2010
- "RiskMetrics: Policy Update and 2010 Proxy Season Preview," New York, NY, January 15, 2010
- "The Proxy Landscape for 2010: Corporate Governance and Compensation Issues," Thomson Reuters, January 13, 2010