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 a NYSE-listed airline in connection with its merger with another NYSE-listed airline.
- Representation of a hedge fund in connection with the financial implications of the Deepwater Horizon disaster and ongoing cleanup.
- 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 Bristol-Myers Squibb Company in connection with its US$2.4 billion acquisition of Medarex Inc.
- Representation of a hedge fund in connection with the bankruptcy and reorganization of a U.S.-based coal company.
- Representation of Nestlé S.A. in connection with its US$39 billion agreement to sell its stake in Alcon, Inc. to Novartis AG.
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.