Kathleen Smalley

Of Counsel


Kathy Smalley is of counsel and a business lawyer at Foley & Lardner LLP in the Los Angeles office. Her practice includes sophisticated real estate transactions and disputes, complex corporate transactions, corporate and family business governance, and matters relating to family wealth.

Formerly a law clerk to U.S. Supreme Court Justice Sandra Day O’Connor, and with 17 years of experience as a general counsel for major national and international real estate companies, she acts as outside general counsel on high-stakes litigation, with a particular emphasis on litigation concerning complex transactions.

Kathy has been heavily involved in the placement of new financing. She has led teams on the negotiation of complex structured finance, again backed by multistate portfolios of real property, and on negotiating equity investments with financial investors. In addition, Kathy has an extensive background in real estate finance and development and in repositioning distressed real estate. In the development arena, she led an initiative to remediate and develop brownfields and advised clients on entitlements strategies to bring blighted or poorly zoned properties to their highest and best use. Her experience in debt workouts and bankruptcy is also deep, including the day-to-day executive responsibility for the reorganization, in bankruptcy and recapitalization, of a national portfolio of properties with differing equity structures and cross-collateralized mortgages.

Representative Matters

  • Designed family governance structures for recreational assets shared by multiple branches and generations of families
  • Conducted a private course for family members stepping into leadership roles in a family business on basic dynamics of the business, issues relating to typical transactions for the business, and governance approaches
  • Designed a portfolio ownership structure for multi-generational family business, optimizing income tax, estate tax control, and liability constraints, while implementing a management structure for growth of family wealth and management of risk
  • Ensured appropriate design of and representation for prenuptial agreements and transmutation agreements, incorporating business concerns along with family law issues
  • Managed business side of divorce of high-net worth individuals with interests in privately held businesses 
  • Oversaw arrangements for family charitable goals, including display of art collections

For privately held businesses, Kathy has negotiated terms of relationships among co-owners and resolutions of dysfunctional co-ownership situations and, where necessary, designed the strategy for litigation or other dispute resolution among co-owners.

Kathy’s experience includes corporate governance matters ranging from internal investigations to design of internal governance and compliance systems. As a trustee of the California State Teachers’ Retirement System (CalSTRS), she chaired the Board Governance Committee and served on the Investment Committee (with jurisdiction over governance issues in portfolio companies) and the Audit Committee. She served as a director at Quality Care Properties Inc. (NYSE: QCP) from its inception until its sale to Welltower in 2018.

Kathy spent 12 years with the Trammell Crow organization, including service as the general counsel of Trammell Crow Company, general counsel of Crow Holdings (representing holdings of members of the Trammell Crow family), and five years as the Senior Vice President of Corporate Operations and general counsel of Catellus Development Corporation (NYSE: CDX).

Before going into law firm practice, Kathy split her time between consulting and serving as the associate director of the Ziman Center for Real Estate at UCLA. She has taught semester-long courses on real estate transactions at Harvard, Yale, Stanford, and UCLA Law Schools; a seminar at Harvard Law School on the problems of corporate counsel; and a course on resolving legal issues as part of the MBA curriculum at UCLA's Anderson School of Management.


Kathy serves on the Advisory Committee of the American Law Institute’s Restatement of the Law (Fourth) – Property and Restatement of the Law - Torts: Liability for Economic Loss.  

Community Engagement

Kathy serves on the board of iCivics, a nonprofit founded by Sandra Day O'Connor. She served as the Fundraising Chair for Celebration 50, marking the 50th anniversary of the admission of women to Harvard Law School. She is a member of the Council on Foreign Relations and a fellow and former executive committee member of the British-American Project. She is also a fellow of the American College of Mortgage Attorneys and a past chairperson of the Visiting Committee of Harvard Law School.


  • Harvard Law School (J.D., magna cum laude, 1981)
  • Rice University (B.A., summa cum laude, 1978)


  • California
  • Texas

Professional Memberships

  • Member, American Arbitration Association
  • Member, Panel of Commercial Arbitrators,
  • Board member, Ziman Center for Real Estate at UCLA.

Selected Publications and Presentations

  • Panelist, “A Bridge Builder and Trailblazer: Celebrating Justice Sandra Day O'Connor,” Ronald Reagan Presidential Foundation & Institute’s Celebration of Justice Sandra Day O’Connor (September 25, 2019)
  • Presenter, “The Ethics of Confidentiality, Privilege and Work-Product: Special Problems of the In-House Lawyer,” State Bar of Texas Business Law and Corporate Counsel Sections, In-House Counsel 101 (August 10, 2016)
  • Co-author, “Calif. Rethinks Energy Disclosure Rule for Building Owners,” Law360 (December 7, 2015)
  • Presenter, “What Makes a Good Lawyer into a Successful General Counsel?” Women's In-House Network (September 23, 2015)
  • Presenter, “Introduction to the Law Relevant to Real Estate Transactions,” Crocker Symposium on Law and Business (November 6, 2014)
  • Author, “Establishing Effective Compliance Programs for Real Estate Borrowers and SPE Covenants,” Financial Services Enforcement and Compliance: Leading Lawyers on Outlining Recent Regulatory Changes and Developing Effective Review Processes (Inside the Minds), Thomson Reuters/Aspatore (2014)
  • Author, “Internal Controls: Sarbanes-Oxley Act §404 and Beyond,” BNA (2006)
  • Author, “Strategies for a Successful Brownfield Transaction: Catellus Subsidiary Acquires Kaiser Steel Mill Site for Redevelopment,” Los Angeles County Bar Journal (2000)


Kathy is proficient in French.