Craig W. Smith
Craig W. Smith represents shareholders in securities fraud class actions and shareholder derivative actions. His clients include shareholders with holdings in the banking and finance, biotechnology, defense, education, information technology, leisure, and pharmaceutical industries. Mr. Smith also serves as the firm’s general counsel.
Before joining Robbins Arroyo LLP, Mr. Smith served for four years as division and regional counsel for UBS Financial Services Inc., where he advised management regarding litigation, regulatory, and employment matters arising out of the company’s Northern Pacific Region. Mr. Smith spent the first decade of his career at the international law firm O’Melveny & Myers LLP, where he defended a number of Fortune 500 companies and professional firms in securities fraud class actions, shareholder derivative litigation, SEC investigations and enforcement actions, and professional malpractice and business tort matters. Mr. Smith served for five years on O’Melveny & Myers’ firm-wide Pro Bono Committee.
Mr. Smith earned his Juris Doctor from Yale Law School. While in law school, he externed at the U.S. Attorney’s Office in New Haven, Connecticut. Mr. Smith attended University of California, Berkeley, where he was initiated into Phi Beta Kappa as a junior and earned his Bachelor of Arts with Highest Honors in Political Science and Highest Distinction in Letters and Science.
Selected Noteworthy Cases
- Career Education Corp., Cook v. McCullough, No. 1:11-cv-09119 (N.D. Ill. Jan. 28, 2014): The firm served as co-lead counsel in shareholder derivative litigation arising out of Career Education’s alleged publication of false statements regarding job placement and student loan repayment rates, and failure to ensure compliance with Title IV regulations. Mr. Smith played a leading role in negotiating the global resolution of a series of actions brought against and on behalf of the company. Mr. Smith helped secure a $20 million recovery and comprehensive board and management-level corporate governance and oversight reforms for Career Education, including enhanced compliance and whistleblower policies, new director independence standards, improved executive compensation claw-back provisions, a comprehensive director education and employee training program, and an improved regulatory risk management and disclosure regime.
- Motorola, Inc., In re Motorola, Inc. Derivative Litig., No. 07CH23297 (Ill. Cir. Ct.-Cook Cnty. Nov. 29, 2012): The firm served as co-lead counsel in shareholder derivative litigation arising from Motorola’s publication of allegedly misleading statements regarding Motorola’s next-generation cell phones and revenue projections. Mr. Smith led the firm’s litigation team and was instrumental in drafting and negotiating comprehensive corporate governance reforms that overhauled the company’s oversight of material financial disclosures and broader structural reforms designed to better align director and executive compensation with long-term shareholder interests. Professor James Shein of Northwestern University’s Kellogg School of Management estimated that the “ultimate value of the reforms is probably in excess of $1 billion and may well be a multiple of that number in time as the changes take effect and come to be appreciated by investors.”
- KeyCorp, Monday v. Meyer, No. 1:10-cv-01838-DCN (N.D. Ohio Aug. 17, 2012): Mr. Smith acted as lead counsel in shareholder derivative litigation arising out of KeyCorp’s unlawful tax-avoidance scheme, in which the bank used sham lease-back transactions of overseas assets to reduce its U.S. taxes, exposing the bank to billions of dollars in back taxes and fines owed to the IRS and state tax authorities. While the case was on appeal, Mr. Smith negotiated corporate governance reforms that strengthened KeyCorp’s internal controls and board oversight over material financial transactions and legal/regulatory risk, enhanced the duties and responsibilities of various committees of the KeyCorp board, and improved board oversight of risk, capital planning, dividends, and stock repurchases.
- Forest Laboratories Inc., In re Forest Labs., Inc., Derivative Litig., No. 1:05-CV-03489 (RJH) (S.D.N.Y. Feb. 7, 2012): Mr. Smith served as co-lead counsel in shareholder derivative litigation against certain officers and directors alleged to have been responsible for unlawful off-label marketing of Celexa and Lexapro. Mr. Smith led the team that helped secure far-reaching corporate governance and operational oversight reforms, including the creation of Chief of Compliance and Chief Medical Officer positions, board oversight of sales and promotional compliance, comprehensive management-level compliance policies and procedures governing sales and promotional activities, and a securities trading policy for insiders. The Honorable Richard J. Holwell praised the firm for the outstanding results achieved for Forest Labs and its shareholders: “[P]laintiffs’ counsel have accomplished significant changes to [Forest Laboratories'] corporate governance and compliance structure, which should increase the company’s value.”
- Brocade Communications Systems, Inc., In re Brocade Communications Systems, Inc., Derivative Litig., No. 1:05-cv-041683 (Cal. Super. Ct.-Santa Clara Cnty. Jan. 28, 2010): The firm represented Brocade Communications Systems, Inc., in derivative shareholder litigation seeking compensation for the company for damages incurred in a multi-year criminal stock option backdating scheme. Working closely with partners Marc Umeda and George Aguilar, Mr. Smith played a key role in persuading the company’s Special Litigation Committee to prosecute claims against former officers and directors of Brocade who were involved in the options backdating scheme. Brocade, through its Special Litigation Committee, ultimately retained the firm as co-counsel, and has recovered tens of millions of dollars and extinguished Brocade’s obligation to fund the criminal defense of its former Chief Executive Officer.