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.
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.
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.
Kathy is proficient in French.