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Laurence M. Smith
 

Laurence M. Smith

Member Co-Chair, Corporate & Securities Group West Orange, NJ  

Larry Smith has a broad-based transactional practice that includes mergers and acquisitions, private equity transactions on behalf of both funds and issuers of debt and equity instruments, and syndicated, middle-market, asset-based and secondary loan transactions. Larry also advises Fortune 500 companies on corporate travel matters, including data privacy and information technology-related issues.


Larry has handled a substantial number of transactions in the automobile dealer industry, helping clients navigate the acquisition, financing and franchise issues that they encounter. Larry has become adept at striking the appropriate balance with car manufacturers with whom his clients are forging relationships that are interdependent but, at times, adversarial. The nature of the industry and varying fortunes of car dealers mandate a creative and flexible approach to each transaction, which have been hallmarks of Larry’s practice.

Combining his experience in M&A and commercial finance transactions, Larry represents lenders and investors in the purchase and sale of distressed debt, often as a means of acquiring the issuer. Understanding the vulnerabilities, points of leverage, timing and obstacles presented by each situation, Larry counsels clients in acquiring the assets of a failing company through a secured party sale under Article 9 of the Uniform Commercial Code or a controlling equity stake in a target through the conversion of debt to equity. If a stop in bankruptcy is prudent or unavoidable, Larry works with members of our bankruptcy group to structure and conduct sales under Section 363 of the Bankruptcy Code. Creativity and a multi-disciplinary approach have consistently enabled Larry to help clients achieve favorable results.

Larry earned his law degree at the University of Pennsylvania Carey Law School where he served as editor for the Journal of Comparative Business and Capital Market Law. He earned his undergraduate degree in economics from Yale University with magna cum laude honors and distinction in his major. After graduating from law school, Larry served as a law clerk to Judge Herman D. Michels, presiding judge of the Appellate Division, New Jersey Superior Court.

Education
  • University of Pennsylvania Carey Law School (J.D., 1986)
  • Yale University (B.A., magna cum laude, 1983)
Admissions
  • New Jersey
  • U.S. District Court, District of New Jersey
  • Representing a client in acquiring luxury brand auto dealers through the purchase of secured debt issued by the dealers and, thereafter, the acquisition of their assets through an Article 9 sale, following the dismissal of a bankruptcy proceeding which had been filed to block the Article 9 sale
  • Representing a Minnesota investment fund in acquiring a controlling stake in a delisted company in the educational text book industry through the conversion of debt to senior preferred equity
  • Representing a manufacturing company in the auto parts industry in purchasing through an Article 9 sale substantially all of the assets of its primary domestic U.S. competitor
  • Representing a client in challenging an auto manufacturer’s improper exercise of a right of first refusal in order to block the client’s purchase of an automobile dealership
  • Representing a plastics manufacturer in the attempted purchase through an Article 9 sale of the assets of a North Carolina manufacturing company and, following the commencement of an involuntary bankruptcy proceeding against the target, the purchase of its secured debt and the acquisition of its assets by credit bidding in a Section 363 sale
  • Representing the agent in a syndicated credit facility to a business development company, the primary collateral for which was the BDC’s loan assets
  • Representing a manufacturer of nail enamel in its corporate restructuring to facilitate the acquisition of a controlling equity stake in a competitor and, following a stockholder dispute, the purchase of the secured debt and acquisition of the assets of the competitor in an Article 9 sale
  • Representing a client in the purchase and financing of three automobile dealerships and the related real estate in an upscale New Jersey community
  • Representing a company in transferring control to the holders of its second lien debt, through a reverse triangular merger in which the debt holders acquired an indirect majority interest in the company by converting debt to equity
  • Representing the former majority stockholder of a public company in enforcing the promissory note and stock pledge that had been issued to him in connection with the company’s “going private” transaction. The battle to enforce the client’s rights culminated in obtaining the dismissal of a bankruptcy proceeding that had been filed in bad faith and a judgment by an equity court mandating the turn over of the pledged stock and control of the company to the client
  • Representing a client in acquiring through Article 9 sales substantially all of the assets of manufacturing companies based in California and Nevada
March 1, 2016

ACG Cup Competition

 
  • Chambers USA, New Jersey Corporate/M&A (2013-2019)
  • The Best Lawyers in America®, Banking & Finance Law, Corporate Law (2008-2019)
  • Martindale-Hubbell AV® Rating

Award Methodology

  • National Association of Dealer Counsel
  • American Bar Association, Business Section
  • Essex County Bar Association
  • New Jersey State Bar Association
  • Association for Corporate Growth - NJ Chapter
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