Robert K. Smith

Rob serves as the head of the firm’s real estate capital markets/REIT practice. He is a nationally recognized lawyer with over 25 years of experience in advising public and private real estate investment trusts (REITs) and other real estate and finance companies on a broad range of capital markets, M&A, securities, governance, and SEC compliance matters. He counsels both issuers and underwriters in capital markets transactions, including IPOs, follow-on offerings, 144A offerings, and other private placements, and has represented a variety of parties, including mortgage, office, industrial, land-banking, data center, retail, and self-storage companies, related to many different types of REITs. Rob has significant REIT M&A experience and is a trusted advisor to multiple REIT boards of directors. He also has acted as an industry expert witness in REIT-related proceedings.

Rob is recognized as a leading lawyer in Chambers USA for REITs (2021-2025). He is also recommended by Legal 500 US for REITs (2017-2019 and 2022-2025).

Additionally, since 2017, Rob has acted as outside corporate counsel on a pro bono basis to Project Destined, a national, real estate focused non-profit organization dedicated to furthering education in the US.

• Has been counsel in over 200 capital markets transactions for REITs or other real estate and finance companies, including IPOs for both mortgage and equity REITs.
• Was REIT company counsel for the then largest ever non-rated public offering of preferred stock.
• Advised on a spin-off of a newly created public land-banking REIT.
• Represents some of the largest publicly traded mortgage REITs, as well as small-cap REITs.
• Chambers USA states that Rob is known particularly for his experience in the mortgage REIT industry, and he has acted as company or underwriter’s counsel for a significant portion of all US listed mortgage REITs.
• Has acted as counsel in several public and private REIT M&A transactions.
• Has acted as an industry expert witness in REIT-related proceedings.
• Has represented underwriters in numerous securities offerings by REITs, including IPOs and follow-on offerings.
• Represents numerous public REITs on ongoing SEC reporting and related disclosure, securities laws and governance matters.
• Represented the Manager and management team in the REIT internalization of a publicly traded REIT with over $130 billion in assets. Has also represented public REITs in the externalization of management.
• Has represented various funds and other entities making investments in REITs and other real estate companies, including in the office, industrial, mortgage and medical office spaces (including an anchor investor in a $600 million 144A offering by a private medical office REIT).
• Assisted several publicly traded REITs with rescue financing and related matters during the market turmoil experienced by companies during the initial stages of the COVID pandemic.
• Represented the Manager in the acquisition of the management contract of a publicly traded REIT.
• Represented the underwriters in a registered preferred stock offering by a non-exchange traded REIT.
• Represented a private mortgage company in its initial $250 million 144A offering.
• Regularly advises boards of directors and committees on various corporate matters (including shareholder activist matters), including audit and compensation committees.
• Represented a micro-cap REIT in the negotiation of employment and consulting arrangements for the retiring Executive Chairman of the Board.
• Acted as company counsel in multiple private tender offers for high-yield bonds for a mortgage company.
  
  

• Recognized as a Leader in REITs, USA-Nationwide, Chambers USA, 2021-2026
• Recommended for Capital Markets - Debt Offerings (2023-2024), Capital Markets - Equity Offerings (2018, 2023-2025), Capital Markets - High-Yield Debt Offerings (2024-2025) and Real Estate Investment Trusts (REITs) (2017-2020, 2022-2025), Legal 500 United States