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Jake B. Smith advises clients on business transactions and related tax matters, including tax-free and taxable mergers and acquisitions, complex joint ventures, private equity acquisitions and sales, venture capital, real estate transactions, and sophisticated business agreements for limited liability companies, partnerships, and corporations. Jake regularly counsels clients on private equity transactions, including the formation of private equity funds and corresponding acquisitions. Jake serves as outside general counsel to a variety of companies in various industries, including health care (including, Copa Health, Arizona’s largest behavioral health care provider), real estate, start-ups, payment processors and SaaS. Lastly, in addition to advising companies in a broad range of industries, Jake has wide-ranging experience with structuring and negotiating complex joint ventures (including real estate joint ventures and otherwise).

Concentrations

  • Mergers and acquisitions
  • Partnership and corporate taxation
  • Private equity funds
  • Venture capital and private placements
  • Real estate joint ventures
  • Corporate law

Capabilities

Experience

  • Structuring and negotiating the acquisition of the stock of Watsonville Hospital Corporation (that owns and operates the Watsonville Community Hospital) financed with the subsequent sale-leaseback of real estate to a publicly traded real estate investment trust.
  • Representing buyer in the acquisition of multiple franchises of high-profile fast-food concepts from seller with participation from the public company franchisor.
  • Structuring and negotiating the sale of a senior living facility management company including the implementation of complicated earn-out components of consideration.
  • Representing a private equity fund’s acquisition and subsequent sale of a high-profile sporting goods business.°
  • Structuring and negotiating a part-sale, part contribution of a medical practice to newly formed joint venture with a private equity fund.
  • Representing a payment processing company in the sale of substantially all its assets to a public company purchaser.
  • Structuring and negotiating the acquisition and subsequent sale of a public company’s real estate franchising business.
  • Representing a private equity fund with its sale of a high-profile premium clothing company to a publicly traded company.°
  • Structuring and negotiating the part-sale, part-contribution of substantially all a SaaS company’s assets to a newly formed subsidiary of a private equity fund.
  • Representing numerous other buyers and sellers in the implementation of various other asset acquisitions, sales, mergers, and dispositions.

°The above representations were handled by Mr. Smith prior to his joining Greenberg Traurig, LLP.

  • Structuring and negotiating various complex operating agreements in connection with the implementation of a joint venture formed for the purpose of acquiring an interest in a major league soccer franchise.
  • Structuring and negotiating the formation of a joint venture followed by its purchase of an interest in multiple health care-based limited liability companies relating to an overall restructuring of a large physician and hospital system joint venture.
  • Structuring and negotiating a part-sale and part-contribution of the assets of a large construction company to a newly formed joint venture with a private equity fund.°
  • Structuring and negotiating complex operating agreements for limited liability companies in connection with the implementation of joint ventures across various industries.

°The above representations were handled by Mr. Smith prior to his joining Greenberg Traurig, LLP.

  • Negotiating the structure and formation of a private equity fund’s joint venture investment followed by simultaneous acquisition of a software company.°
  • Structuring and negotiating a part-sale, part contribution of a medical practice to newly formed joint venture with a private equity fund.
  • Representing a real estate investment trust on various transactions, including formation of joint ventures and sale-leaseback transactions.°
  • Structuring and representing private equity funds with various venture capital investments and acquisitions of early-stage companies.
  • Advising on the formation of various private equity funds targeting distressed real estate assets and other operating businesses.°

°The above representations were handled by Mr. Smith prior to his joining Greenberg Traurig, LLP.

  • Advising and structuring of reorganizations for numerous entities involved in a restructuring or bankruptcy to maximize tax benefits. °
  • Providing guidance to investors/developers to increase the likelihood of investor characterization of certain real estate parcels.
  • Negotiating and obtaining settlements with the IRS on numerous occasions, including the audit of a large manufacturing company and various private equity funds. °
  • Providing advantageous tax structuring advice on various aspects of complex mergers, acquisitions and joint ventures.

°The above representations were handled by Mr. Smith prior to his joining Greenberg Traurig, LLP.

  • Representing Arizona’s largest behavioral health care provider on various transactions, joint ventures and other matters as outside general counsel.
  • Representing a large real estate brokerage and technology company as outside general counsel on a variety of corporate and tax matters.
  • Representing a SaaS company as outside general counsel in various acquisitions (stock and asset purchase including acquisitive mergers).
  • Representing a FinTech start-up company as outside general counsel in various corporate, investment and tax matters.
  • Representing a real estate development company as outside general counsel in various joint ventures, real estate acquisitions and corresponding leases.
  • Representing agricultural FinTech company as outside general counsel in various corporate, joint venture, licensing and tax matters.

Recognition & Leadership

  • Listed, The Best Lawyers in America, Tax Law, 2024
  • Listed, Super Lawyers magazine, “Southwest Super Lawyers Rising Stars
  • Honoree, “Arizona’s Finest Couples,” 2012
  • Member, State Bar of Arizona
  • Member, New York State Bar Association
  • Member, Board of Directors, Arizona Chamber of Commerce
  • Member, American Bar Association
    • Member, Real Estate Committee
    • Member, Partnership & LLC Committee

Credentials

Education
  • LL.M., Taxation, New York University School of Law
  • J.D., with honors, University of Kansas School of Law
  • B.A., University of Kansas
    • Golden Key National Honor Society
Admissions
  • Arizona
  • New York