Contact:
E: rrsmith@fisherbroyles.com
T: (404) 409-1000
Atlanta Office
Practice Areas:
Commercial Transactions
Employee Benefits & Executive Compensation
Financial Services & Lending
General Corporate
International
Tax
Bar Admissions:
Georgia
Education:
University of South Carolina, Masters of International Business (MIBS), 1999
Instituto Tecnológico y de Estudios Superiores de Monterrey, Mexico, 1999
Georgia State University College of Law; J.D., 1997
Washington & Lee University; B.A., English and Spanish, 1993
Large Law Firm Experience:
Holland & Knight LLP
Epstein Becker Green P.C.
Schiff Hardin LLP
Randy concentrates in the areas of Employee Stock Ownership Plans (ESOPs), general corporate, ERISA, tax, finance, mergers and acquisitions and international matters.
With respect to ESOPs, Mr. Smith represents companies, ESOP trustees, selling shareholders and lenders in multi-million dollar leveraged ESOP buyouts. Mr. Smith has extensive experience with C corporation and S corporation ESOPs and related corporate restructurings and financings.
Having previously worked in Buenos Aires, Argentina, for the business law firm Muñoz de Toro & Muñoz de Toro and in the international practice of one of the world’s largest law firms, Mr. Smith has extensive experience doing international transactions, and in particular handling matters in Spanish.
Presentations & Teaching Experience:
Speaker, “ESOP Sustainability: Developing a Long-Term Strategy”, National Center for Employee Ownership National Conference, Atlanta, GA, 2014
Speaker, “Interdisciplinary Panel on Current ESOP Events”, ESOP Association National Conference, Las Vegas, NV, 2013
Speaker, “What to Do With an Offer: Selling an ESOP-Owned Company”, ESOP Association Regional Conference, Atlanta, GA, 2013
Speaker, “Best Practices for S Corp ESOPs: Responding to Offers to Purchase the Company”, NCEO Regional Conference, Atlanta, GA, 2012
Speaker, “ESOPs: Major Steps, Professionals Involved and Costs”, Georgia Chapter of National Association of Certified Valuators, Atlanta, GA, 2012
Speaker, “Management Incentive Plans”, ESOP Association National Conference, Las Vegas, NV, 2011
Speaker, “What to Do with an Offer-Selling an ESOP-Owned Company”, Tri-Chapter Regional Conference, ESOP Association, Pinehurst, NC, 2011
Speaker, “Legal Requirements of Boards of ESOP Companies”, National Center for Employee Ownership Conference, Atlanta, GA, 2011
Speaker, “Best Practices in Corporate Governance: How to Recruit and Run an Effective Board”, New South Chapter of the ESOP Association Conference, Atlanta, GA, 2011
Speaker, “ESOP Repurchase Obligation”, New South ESOP Chapter Conference, ESOP Association, Atlanta, GA, 2010
Speaker, “Running an Effective Board: Board Duties, Roles and Best Practices”, National Center for Employee Ownership, Webinar broadcast nationally, 2010
Speaker, “Legal Requirements for Boards of ESOP Companies”, National Center for Employee Ownership Seminar on Effective Boards of Directors, Atlanta, GA, 2009
Publications
Author, “Sale of an ESOP Company: Questions of Time, Money, People and the Law”, published in Willamette Management Associates’ Insights Magazine, and in National Center for Employee Ownership’s book “Responding to Acquisition Offers in ESOP Companies”, 2011
Professional Associations and Memberships
Member, State Bar of Georgia
Member, ESOP Association Member, National Center for Employee Ownership
Member, Atlanta Bar Association (Past Board Member and Past Chairman of International Transactions Section)
Trinity Early Learning Center, Atlanta (Member of Board of Directors and Secretary, 2007-2009)
Trinity Early Learning Center, Co-Chair of Miles for Smiles Fundraiser, 2008 and 2009
Nature Conservancy of Georgia Annual Fundraiser Committee Member, 2010
Board of Directors of Atlanta Memorial Park Civic Association, 2011 to 2014
President of Atlanta Memorial Park Civic Association, 2012-2014
First Tee of East Lake, Committee Member, 2011
Interpreter for Honduras Outreach of Atlanta doctors during various medical missions to Honduras
Representative Experience:
Represented engineering company in $16,000,000 leveraged ESOP buy-out of founders, including implementation of a warrant program and management incentive plan (permitting award of up to 10% of the fully-diluted equity post-transaction).
Represented machine part manufacturer in multi-million dollar second-stage ESOP transaction.
Represented ESOP trustees in multi-million sales of ESOP companies to strategic buyers and private equity buyers.
Represented the ESOP trustee (corporate fiduciary) in the reorganization and recapitalization of a manufacturing company and subsequent leveraged ESOP transaction for the purchase of $45,500,000 of Preferred Stock, including primary financing transactions ($60,000,000 credit facility), subordinated debt, distribution of S corporation AAA balances, debt subordination, subordinated security interests and pledges of assets and stock.
Represented a manufacturing company in the recapitalization of the company, and subsequent leveraged ESOP transaction for the purchase of $19,230,000 of Preferred Stock, including primary financing transactions ($40,000,000 credit facility), distribution of S corporation AAA balances, debt subordination, subordinated security interests and pledges of assets and stock.
Represented the ESOP trustee (corporate fiduciary) in the reorganization and recapitalization of an electronics manufacturer, and subsequent leveraged ESOP transaction for the purchase of $200,000,000 of Preferred Stock, including primary financing transactions, secured subordinated debt, distribution of S corporation AAA balances, debt subordination, subordinated security interests and pledges of assets and stock.
Represented banks making multi-million dollar term loans and credits to ESOP companies for ESOP purchase of company stock from selling shareholders.
Represented ESOP companies with respect to the wind-up and termination of the ESOP.
Represented the ESOP trustee in a multi-million dollar ESOP loan refinancing.
Advised client of consequences under ERISA of investment in fund by tax-qualified retirement plan investor.
Advised mutual fund regarding ERISA prohibited transactions exemptions with respect to loans from service provider; advised broker regarding ERISA prohibited transactions exemptions with respect to various transactions with a party in interest.
Negotiated and drafted all documents for multi-million dollar asset acquisition by U.S. subsidiary of a technology company from India.
Conducted due diligence for $325 million and $37 million hotel portfolio acquisitions by a Spanish company, $150 million bid to purchase a mining company, $20 million sale of a software company, purchase of distressed loans by a major U.S. finance company and divestiture of U.S. steel companies by a German bank.