Jeffrey A. Smith is a partner in the New York office of Crowell & Moring and is a member of the firm's Environment & Natural Resources and Corporate Groups. In addition to working on matters relating to financings, underwritings and mergers and acquisitions across industries on a national and international level, Jeff provides day-to-day counseling on environmental management and corporate governance issues, environmental issues of interest to the SEC, shareholder relations involving environmental matters and environmental litigation.
Among the transactions in which Jeff has recently participated are:
· Representation of the underwriters in connection with two registered debt offerings by Air Products and Chemicals, Inc. totaling US$750 million.
· Representation of Ashland Inc. in connection with the sale of its global distribution business, Ashland Distribution, to Nexeo Solutions, LLC, an affiliate of TPG Capital.
· Representation of UAL Corporation in connection with its merger with Continental Airlines, Inc.
· Representation of the underwriters in connection with a US$375 million secured term loan facility provided to Clopay Ames True Temper Holding Corporation to finance the acquisition of Ames True Temper, Inc. by Griffon Corporation from Castle Harlan Partners IV.
· Representation of the underwriters in connection with the US$450 million registered debt offering of Ralcorp Holdings, Inc., which manufactures, distributes and markets Post branded cereals and other food products.
· Representation of World Fuel Services Corporation, a leading global fuel logistics company, in a US$200 million registered offering of common stock on the New York Stock Exchange.
· Representation of American Water Works Company, Inc., the largest investor-owned U.S. water and wastewater utility company, in connection with its US$775 million and US$516 million secondary offerings of common stock.
· Representation of a leading global food and personal care products company in connection with the acquisition of the TIGI professional hair product business and its supporting advanced education academies from the owners of the Toni & Guy Salons.
· Representation of Pepsi Bottling Group, Inc. ("PBG"), the largest bottler of PepsiCo Inc. products in the U.S., in connection with the acquisition by PepsiCo of the stock of PBG that it did not already own for US$7.8 billion.
· Representation of Bristol-Myers Squibb Company in connection with its US$2.4 billion acquisition of Medarex Inc.
· Representation of Nestlé S.A. in connection with its US$39 billion agreement to sell its stake in Alcon, Inc. to Novartis AG.
· Representation of Cemex S.A.B. de C.V. in its US$14.6 billion acquisition of all outstanding shares of Rinker Group Limited.
· Representation of Arch Chemicals, Inc. in connection with its agreement to acquire the water treatment chemicals business of Advantis Technologies, Inc.
Prior to joining Crowell & Moring, Jeff was a partner at Cravath, Swaine & Moore LLP, where he founded the environmental practice group, in addition to serving a five-year term as the Firm's Managing Partner (Administration). Jeff has been repeatedly cited as one of the country's preeminent environmental practitioners by, among others, Chambers USA: America's Leading Lawyers for Business since 2007; The Best Lawyers in America since 2007; PLC Which Lawyer? The Legal 500 in 2011; and Who's Who Legal: The International Who's Who of Environmental Lawyers.
Jeff frequently speaks on environmental issues, including guest lectures at Harvard, Columbia, Penn, Georgetown, NYU and Pace law schools. He was the first Chairman of the ABA's Special Committee on Environmental Disclosure and testified before the Senate Subcommittee on Securities, Insurance and Investment regarding potential SEC requirements for disclosure relating to climate change, leading up to the SEC's 2008 Guidance Memorandum on this issue. He has written a chapter on SEC disclosure issues in real estate transactions in the ABA book Environmental Issues in Real Estate Transactions, chapters on SEC disclosure and officers' and directors' fiduciary obligations for the ABA treatise Global Climate Change and U.S. Law, articles in the Review of Securities and Commodities Regulation, the Carbon and Climate Law Review and the Capital Markets Law Journal on corporate disclosure relating to climate change, an article on the implications of global warming on business transactions, published in the N.Y.U. Journal of Law and Business, and a series of articles on climate change in the U.S. courts, published in Environmental Liability. Jeff received an A.B. cum laude from Harvard University in 1974 and a J.D. from the University of Pennsylvania in 1981, where he was a legal writing instructor and president of the Environmental Law Society.
Affiliations
Professional Activities and Memberships:
· Member, The American Bar Association Section of Environment, Energy, and Resources (since 2002)
· Member, Board of Directors, Environmental Advocates of New York (since 2009)
· Member, Advisory Board, Climate Disclosure Standards Board (since 2007)
· Chairman, ABA Special Committee on Environmental Disclosure (2003-2007)
· Co-Chairman, Board of Directors, Adams Street Foundation (since 2005)
· Member, Board of Directors, The Urban Assembly (since 2005)
· Member, The Fellows of the American Bar Foundation (since 2007)
· President, Lenox School Alumni Association (1995-2008)
· President, Board of Directors, Bolivar Apartment Corporation (2006-2009)
Publications
· "Environmental Disclosure Requirements Under Securities Law (Chapter 18), Environmental Aspects of Real Estate Transactions From Brownfields to Green Buildings," (ABA 3rd ed.) (2011). Author: Jeffrey A. Smith.
· "Early Effects of SEC's Climate Disclosure Release," Law360 (December 3, 2010). Author: Jeffrey A. Smith.
· "SEC Interpretive Release on Climate Change Disclosure," Vol. 43, No. 7, The Review of Securities & Commodities Regulation (2010). Author: Jeffrey A. Smith.
· "The SEC's Interpretive Release on Climate Change Disclosure," Vol. 4, No. 2, Carbon & Climate Law Review (2010). Author: Jeffrey A. Smith.
· "The Emerging Framework of Climate Change Disclosure," Issue 6, Vol. 17, Environmental Liability, LawText Publishing (2010). Author: Jeffrey A. Smith.
· "Adaptation: Fostering Progress Through Law and Regulation," Vol. XVII, N.Y.U. Environmental Law Journal (2010). Author: Jeffrey A. Smith.
· "A Climate Change Trilogy - Connecticut v. AEP, Comer v. Murphy Oil and Kivalina v. ExxonMobil Corp. - Just the Beginning, or the Beginning of the End?," Issue 4, Vol. 17, Environmental Liability, LawText Publishing (2009). Author: Jeffrey A. Smith.
· "Climate Change Disclosure: Moving Towards A Brave New World," Vol. 3, No. 4, Capital Markets Law Journal (2008). Author: Jeffrey A. Smith.
· "Climate's Impact on Securities Disclosures," Vol. XXXVIII, No. 2, The Environmental Law Reporter (2008). Author: Jeffrey A. Smith.
· "Disclosure of Climate Change Risks and Opportunities," Vol. 41, No. 1, The Review of Securities & Commodities Regulation (2008). Author: Jeffrey A. Smith.
· "Boardroom Climate Change," The New York Law Journal (2007). Author: Jeffrey A. Smith.
· "Massachusetts v. EPA: The Way Forward on Climate Change Regulation in the U.S.," Issue 3, Vol. 15, Environmental Liability, LawText Publishing (2007). Author: Jeffrey A. Smith.
· "Disclosure Issues (Chapter 13) and The Fiduciary Duties of Officers and Directors (Chapter 14)," Global Climate Change and U.S. Law (2007). Author: Jeffrey A. Smith.
· "The Implications of the Kyoto Protocol and the Global Warming Debate for Business Transactions," Vol. 1, N.Y.U. Journal of Law & Business (Spring 2005). Author: Jeffrey A. Smith.
Speaking Engagements
· "Environmental Disclosure Issues," Pace Law School (Annually, since 2008). Speaker: Jeffrey A. Smith.
· "Transparency: Quality vs. Quantity," Net Impact Conference, (2010). Speaker: Jeffrey A. Smith.
· "Recent Developments in Environmental Disclosures," Practicing Law Institute, (2010). Speaker: Jeffrey A. Smith.
· "Climate Change Disclosure Issues - Directors' and Officers' Fiduciary Duties," Georgetown Law School (April 2008 and 2009). Speaker: Jeffrey A. Smith.
· "Practicing Environmental Law in the Age of Obama," Columbia Law School (February 18, 2009). Speaker: Jeffrey A. Smith.
· "Climate Change and the Practice of Law," Harvard Law School (January 17, 2009). Speaker: Jeffrey A. Smith.
· "Climate Change Panel," Council for Institutional Investors, (2009). Speaker: Jeffrey A. Smith.
· "Climate Change: Disclosure and Fiduciary Duties, Trends and Strategies" ALI-ABA, (2009). Speaker: Jeffrey A. Smith.
· "Energy and the Environment: Empowering Consumers as Investors: Disclosure of Climate Risk," Hofstra Law School (2009). Speaker: Jeffrey A. Smith.
· "Supply Chain Contracting," Vanderbilt Law School (October 30, 2008). Speaker: Jeffrey A. Smith.
· "What Your Board Should Know...Officers' and Directors' Fiduciary Duties and Corporate Environmental Disclosure," Society of Corporate Secretaries & Governance Professionals (2008). Speaker: Jeffrey A. Smith.
· "Officers' and Directors' Fiduciary Duties and Corporate Disclosure Obligations," ALI-ABA, (2008). Speaker: Jeffrey A. Smith.
· "Environmental Law in Commercial Transactions," Pace Law School (December 5, 2007). Speaker: Jeffrey A. Smith.
· Testimony given before the U.S. Senate Committee on Banking, Housing, and Urban Affairs, Subcommittee on Securities, Insurance, and Investments, Washington, D.C. (October 31, 2007). Speaker: Jeffrey A. Smith.
· "Climate Change Disclosure: Obligation and Experience," ELI Climate Change Conference (2007). Speaker: Jeffrey A. Smith.
· "Global Warming: Climate Change and the Law Officers' and Directors' Fiduciary Duties and Disclosure Obligations," ALI-ABA (2007). Speaker: Jeffrey A. Smith.
· "Material and Mandatory: The Future of Corporate Reporting? - Directors' and Officers' Fiduciary Duties and Disclosure Obligations," Ceres Conference (2007). Speaker: Jeffrey A. Smith.
· "Carbon Disclosure and Renewable Energy," ACORE (2006). Speaker: Jeffrey A. Smith.
· "Global Warming in the Pacific Northwest: Consequences and Choices," The Seminar Group (2006). Speaker: Jeffrey A. Smith.
· "Convergence of Environmental Practices and Standards in Cross-Border Transactions: Why Local Matters Less," ABA Spring Meeting (2006). Speaker: Jeffrey A. Smith.
· "Sarbanes-Oxley and EMS," EPA/EMS (2005). Speaker: Jeffrey A. Smith.
· "Disclosure Issues in the Sustainable Development Arena," The Conference Board (2005). Speaker: Jeffrey A. Smith.
· "Climate Change Disclosure in the Natural Gas Industry," INGAA Conference (2005). Speaker: Jeffrey A. Smith.