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 T. Rowe Price Group, Inc., Human Genome Sciences, Inc., Laureate Education, 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. 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 has repeatedly named Mr. Smith in the top tier of corporate/M&A lawyers in Chambers USA: America's Leading Lawyers for Business, and has described him as "responsive, practical and highly knowledgeable on the law," "polished and assertive" and "a star performer." Chambers notes that more than one client calls him "the best lawyer I have ever worked with." In 2009, Chambers commented that he is "an expert in the representation of public companies, public offerings of securities and M&A transactional work. Commentators marvel at his thorough knowledge of corporate matters."

Mr. Smith 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.

In 2009, the Maryland Daily Record named Mr. Smith to its Leadership in Law list, which honors Maryland's outstanding leaders in the legal profession. Also that year, Legal 500 cited Mr. Smith as a recommended lawyer. In 2007, Lawdragon named him among the 500 Dealmakers in America and among the 500 Leading Lawyers in America.

In 2009, the board of trustees of CENTERSTAGE appointed Mr. Smith its new president. He has been a CENTERSTAGE trustee since 2002. The Baltimore-based institution produces and develops an eclectic repertory of theatrical work, performing annually before more than 100,000 people.

Mr. Smith is co-chair of DLA Piper's US and Global Corporate and Finance 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:

• Radiant Systems, Inc.: US$1.2 billion acquisition by NCR Corporation
• Laureate Education, Inc.: Acquisition of College of Santa Fe, New School of Architecture and Design and National Hispanic University
• Woodward Camps, Inc.: US$50 million acquisition by Powdr, Inc.
• Laureate Education, Inc.: US$3.8 billion acquisition by Kohlberg Kravis Roberts & Co., and other investors
• Inland American Real Estate Trust: US$850 million acquisition of Winston Hotels
• Sizeler Property Investors: US$324 million acquisition by Revenue Properties
• FTI Consulting: US$260 million acquisition of Financial Dynamics
• Aggregate Industries, Inc.: US$231 million acquisition of Meyer Material
• Columbia Bancorp: US$306 million acquisition by Fulton Financial Corporation
• Marriott International, Inc.: US$150 million joint venture transaction involving Courtyard by Marriott Hotels
• The Rouse Company: US$12.6 billion acquisition by General Growth Properties, Inc.
• T. Rowe Price Associates, Inc.:US$780 million acquisition of interest in Rowe Price Fleming Inc.
• USF&G Corporation: US$2.1 billion acquisition by The St. Paul Companies
• Merry Land & Investment Company, Inc.: US$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:

• Human Genome Sciences: Public offering of $490 million of convertible senior notes. Underwriters: CitiGroup
• The Ryland Group, Inc.: Public offering of US$300 million of senior notes and related tender offer and redemption of existing notes. Underwriters: J.P. Morgan and BofA Merrill Lynch
• Human Genome Sciences: Issuance of common stock with aggregate proceeds of US$450 million. Underwriters: Goldman, Sachs & Co. and Citi
• Laureate Education, Inc.: Dutch auction tender offer for senior notes
• The Ryland Group, Inc.: Public offering of US$230 million of senior notes. Underwriters: Citigroup; Barclays Capital; Morgan Keegan; Morgan Keegan & Company, Inc.; SunTrust Robinson Humphrey
• Laureate Education, Inc.: Rule 144A debt offering of US$1 billion of senior and subordinated notes. Underwriter: Goldman Sachs
• Marriott International, Inc.: Public offering of US$350 million of senior notes. Underwriters: Merrill Lynch, Citigroup
• The Ryland Group: Public offering of US$250 million of senior notes. Underwriters: Citigroup
• Marriott International, Inc.: Rule 144A Debt offering of US$427 million of senior notes and related exchange offer. Underwriters: Deutsche Bank; Merrill Lynch
• MuniMae TE Bond Subsidiary, LLC: US$100 million private placement of subordinated cumulative preferred shares. Underwriters: Merrill Lynch
• Human Genome Sciences, Inc.: Rule 144A offering of US$230 million of convertible notes. Underwriters: Citigroup; Merrill Lynch
• Marriott International, Inc.: Public offering of US$350 million of senior notes. Underwriters: Merrill Lynch
• Human Genome Sciences, Inc.: Issuance of 12.65 million shares of common stock with aggregate proceeds of US$950 million. Underwriters: Credit Suisse First Boston; Goldman, Sachs & Co.; Lehman Brothers; CIBC World Markets; J.P. Morgan & Co.; and Dain Rauscher Wessels