Kathleen Smalley

Of Counsel

Overview

Kathy Smalley is of counsel and a business lawyer at Foley & Lardner LLP in its 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 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.

For family owned businesses, Kathy has represented founder-entrepreneurs through a variety of transitions. These major changes might include design of relationships with nonfamily professional management, transition to a new generation of family leaders, or transition to public ownership. She has represented business founders in initial public offerings. Where families choose to continue to own a business, she has developed the structure for ongoing family ownership, including internal family governance. Kathy has developed strategies for intergenerational transfers; for participation in business for family members of different generations and different family branches; and for negotiating premarital and divorce settlements involving family business assets.

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.

 

Affiliations

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.

 

Education

Kathy earned her law degree from Harvard Law School (J.D., magna cum laude, 1981) and her bachelor’s degree in economics from Rice University (B.A., summa cum laude, 1978).

 

Admissions and Professional Memberships

Kathy is admitted to practice law in California and Texas.

She is a member of the American Arbitration Association, Panel of Commercial Arbitrators, and the board of the Ziman Center for Real Estate at UCLA.

 

Selected Publications and Presentations

  • 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)

Languages

Kathy is proficient in French.

Capabilities