Jay Smith’s practice focuses in the areas of public offerings of securities, mergers and acquisitions, and general representation of public and private companies.  Representative clients include Aggregate Industries, Inc., T. Rowe Price Group, Inc., Human Genome Sciences, Inc., Laureate Education, Inc., Marriott International, Inc. and The Ryland Group, Inc.

Mr. Smith’s primary area of practice relates to the public and private offering of debt and equity securities and corporate merger and acquisition transactions. A significant portion of his practice includes representation of issuers and underwriters in connection with the sale of securities by existing public companies, as well as the initial public offering of securities by emerging companies in the technology, biotechnology and real estate industries. Mr. Smith also represents both public and private corporations in connection with various business and finance transactions, including the acquisition and divestiture of companies and divisions. He generally advises public company boards on corporate governance and securities matters. He is active in various matters relating to the General Corporation Law and is a member and past chairman of the Corporate Laws Committee of the Maryland State Bar Association, as well as a former member of the Corporate Laws Committee of the American Bar Association.

The respected English publisher Chambers & Partners names Mr. Smith in the top tier of corporate/M&A lawyers in Chambers USA: America’s Leading Lawyers for Business. Chambers describes Mr. Smith as "polished and assertive" and notes that more than one client calls him as "the best lawyer I have ever worked with." In 2007, Lawdragon named him among the 500 Dealmakers in America and among the 500 Leading Lawyers in America. He is one of only 148 attorneys named to the 2008 BTI Client Service All-Star Team. To assemble the list, BTI interviewed more than 250 corporate counsel at large and Fortune 1000 companies, who singled out the attorneys they regard as delivering the best client service.

Mr. Smith is co-chair of the US and Global Corporate and Securities practice groups.

Major Mergers and Acquisitions

Mr. Smith has acted as counsel to both buyers and sellers in more than 100 acquisition transactions involving both public and private companies, including the following representative major transactions:

• Laureate Education, Inc.; $3.8 billion acquisition by Kohlberg Kravis Roberts & Co., and other investors
• Inland American Real Estate Trust; $850 million acquisition of Winston Hotels
• Maryland Midland; $32 million acquisition by Genesee & Wyoming, Inc.
• Sizeler Property Investors; $324 million acquisition by Revenue Properties.
• FTI Consulting; $260 million acquisition of Financial Dynamics.
• Aggregate Industries, Inc.; $231 million acquisition of Meyer Material.
• Columbia Bancorp; $306 million acquisition by Fulton Financial Corporation.
• Marriott International, Inc.; $150 million joint venture transaction involving CourtYard by Marriott Hotels.
• The Rouse Company; $12.6 billion acquisition by General Growth Properties, Inc.
• Aggregate Industries, Inc.; $96 million acquisition of Frehner Construction Company.
• T. Rowe Price Associates, Inc.; $780 million acquisition of interest in Rowe Price Fleming Inc.
• Human Genome Sciences, Inc.; $120 million acquisition of Principia, Inc.
• USF&G Corporation; $2.1 billion acquisition by The St. Paul Companies.
• Merry Land & Investment Company, Inc.; $1.8 billion acquisition by Equity Residential, Inc.

Securities Offerings

Mr. Smith has served as counsel in more than 75 public and private offerings of equity and debt securities, both on behalf of issuers as well as underwriters, including the following representative transactions:

• Marriott International, Inc.; Public Offering of $350 million of Senior Notes; Underwriters: Merrill Lynch, Citigroup
• The Ryland Group; Public Offering of $250 million of Senior Notes; Underwriters: Citigroup
• Marriott International, Inc.; Rule 144A Debt Offering of $427 million of Senior Notes and related exchange offer; Underwriters:  Deutsche Bank; Merrill Lynch.
• MuniMae TE Bond Subsidiary, LLC; $100 million Private Placement of Subordinated Cumulative Preferred Shares; Underwriters:  Merrill Lynch.
• NCI, Inc.; $55 million Initial Public Offering of Common Stock; Underwriters:  Legg Mason Wood Walker; Raymond James.
• Human Genome Scienes, Inc.; Rule 144A Offering of $230 million of Convertible Notes; Underwriters:  Citigroup; Merrill Lynch.
• Marriott International, Inc.; Public Offering of $350 million of Senior Notes; Underwriters:  Merrill Lynch.
• The Ryland Group, Inc.; Public Offering of $250 million of Senior Notes; Underwriters:  JPMorgan; Wachovia Securities.
• The Ryland Group, Inc.; Public Offering of $250 million of Senior Notes; Underwriters:  Banc of America Securities; UBS Investment Bank; JPMorgan; Wachovia Securities.
• Lamar Advertising Company; $211 million Public Offering of Common Stock; 2001; Underwriter:  Deutsche Banc Alex. Brown.
• Human Genome Sciences, Inc.; Issuance of 12,650,000 shares of Common Stock with aggregate proceeds of approximately $950 million; Underwriters:  Credit Suisse First Boston; Goldman, Sachs & Co.; Lehman Brothers; CIBC World Markets; J.P. Morgan & Co.; and Dain Rauscher Wessels.

Admissions

• Maryland

Memberships

• Secretary and Member, American Bar Association, Business Law Section, Committee on Corporate Laws (1991-1997)
• Member, Maryland State Bar Association, Section of Business Law, Corporate Laws Committee (since 1993); Chairman (1993-1996)

Civic and Charitable

• Board of Trustees, McDaniel College
• Board of Trustees, Center Stage
• Graduate, Greater Baltimore Committee Leadership Program (1992)