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Kathleen Smalley

Santa Monica

t: 310.752.2405
f: 310.752.2490
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Areas of Practice



Class Actions


Investigations / Corporate Governance

Matrimonial and Family Law

Reorganization / Work-outs

Securities Litigation


Harvard Law School, J.D., magna cum laude, 1981; Editor, Harvard Law Review

Rice University, B.A., summa cum laude, Economics, 1978; Phi Beta Kappa; Graham Baker Student

Language Spoken



Justice Sandra Day O’Connor, United States Supreme Court, 1982-83

John Minor Wisdom, United States Court of Appeals, Fifth Circuit, 1981-82


California, Arizona (inactive), and Texas (inactive)

Ms. Smalley’s practice includes sophisticated real estate transactions and disputes, complex corporate transactions, corporate and family business governance, acting as outside general counsel on high-stakes litigation with a particular emphasis on litigation concerning complex transactions, and on matters relating to family wealth. With twelve years in the Trammell Crow organization, including service as the General Counsel of Trammell Crow Company and as General Counsel of Crow Holdings (representing holdings of members of the Trammell Crow family), and five years as the Senior Vice President, Corporate Operations and General Counsel of Catellus Development Corporation (NYSE: CDX), she brings breadth of experience representing clients in both transactional and litigation matters.

Ms. Smalley has extensive background in repositioning distressed real estate and in real estate finance and development. Her experience in debt workouts and bankruptcy is deep, including the primary executive responsibility for the successful reorganization in bankruptcy and recapitalization of a national portfolio of properties with differing equity structures and cross-collateralized mortgages. 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. In addition, Ms. Smalley 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.

For family-owned businesses, Ms. Smalley has represented founder-entrepreneurs through a variety of transitions. These major changes might include design of relationships with non-family 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. Ms. Smalley 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, Ms. Smalley 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.

Ms. Smalley's expertise includes corporate governance matters ranging from internal investigations to design of internal governance 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 on the Audit Committee.

Immediately before joining the firm, Ms. Smalley split her time between practice 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 and a seminar at Harvard Law School on the Problems of Corporate Counsel.

Ms. Smalley serves on the board of iCivics, a nonprofit founded by Sandra Day O'Connor, and is a member of the Council on Foreign Relations, a Fellow of the British-American Project, and a past chairman of the Visiting Committee of Harvard Law School. She served as the Fundraising Chair for Celebration 50, marking the fiftieth anniversary of the admission of women to Harvard Law School. She serves on the Advisory Committee of the American Law Institute's Restatement of the Law - Torts: Liability for Economic Loss.

Selected Professional Awards and Associations

Member, American Law Institute


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 (Thomson Reuters/Aspatore 2014)

Internal Controls:  Sarbanes-Oxley Act §404 and Beyond (BNA 2006) (with Simon Lorne and Jeffrey Schultz)

Strategies for a Successful Brownfield Transaction:  Catellus Subsidiary Acquires Kaiser Steel Mill Site for Redevelopment (Los Angeles County Bar Journal 2000)

Related News

The BSF Report: Spring 2013 (03.08.2013)