Attorney Profiles

William S. Smoak Jr. 
Charlotte, North Carolina,
phone 704-334-0891
fax 704-377-1897
email Email Me

Will serves clients with a broad range of legal needs, providing advice on such varied issues as corporate formation, corporate governance, corporate restructuring, and purchase and sale transactions. He has closed dozens of deals across a wide spectrum of industries and contexts, ranging from public company mergers to middle market private equity investments to portfolio company recapitalizations. In addition, Will has regularly counseled boards of directors concerning fiduciary duties and takeover defenses.

Will's bankruptcy and workout practice primarily involves representation of distressed, privately-held companies as those entities navigate issues with lenders and other creditors both inside and outside Chapter 7 and Chapter 11 of the Bankruptcy Code.

Prior to joining Rayburn Cooper & Durham, P.A., Will was a corporate transactional associate at one of the largest firms in the Southeast. From 2006 to 2007, Will served as a judicial clerk to the Honorable Stephen P. Lamb on the Delaware Court of Chancery in Wilmington, Delaware.

Representative Matters

Represented publicly-traded derivatives firm in connection with successful credit bid and auction of another firm’s intellectual property assets in a bankrupty proceeding.

Advised managers of real estate entity concerning deed-in-lieu of foreclosure transaction and internal governance matters with entity’s members. 

Counseled a major transportation provider concerning a breach of lease situation and applicable options in a potential Chapter 11 proceeding.

Advised an Official Committee of Club Members in a Chapter 11 case involving a premier local golf and country club.

Represented local real estate developer in complex workout transaction with hostile senior lender.

Counseled the management team of an engineering and value-added architectural supplies distributor with respect to rollover equity investments and employment agreements.

Advised as to strategy and implementation of, and negotiated core documentation to facilitate, the repurchase and consolidation of several regional licensing distributors by a global provider of exercise-to-music fitness programs.

Managed sell-side due diligence and negotiated stock purchase documentation for a publicly-traded client in connection with its divestment of a provider of charge cards and related services to the long-haul and local trucking industries.

Counseled insurance claims processing firm regarding buy-out and termination of problematic member-manager.

Orchestrated auction process and drafted and negotiated sale documentation in connection with the spin-off of 26 retail automotive service store locations to a publicly-traded purchaser.

Areas of Practice:
Business Bankruptcy
Business Workouts and Restructuring
Business Formation and Governance
Mergers, Acquisitions and Business Transactions
Business Ownership Issues and Disputes
Bar Admissions:
Georgia, 2007
North Carolina, 2009
Education:
Duke University School of Law, Durham, North Carolina, 2006
J.D.
Honors: Magna Cum Laude
Honors: Order of the Coif


Davidson College, 2002
B.A.
Honors: Magna Cum Laude
Honors: Phi Beta Kappa
Major:  History


Published Works:
Business Associations (Co-Author with Paul Quiros and Lynn Scott), Mercer Law Review, Vol. 61, No. 1, Fall, 2009


Accounting for the Unknowable: Risk Allocation & Current Insights on Material Adverse Change Clauses (Co-Author with Rahul Patel and R. Samuel Snider), LexisNexis Emerging Issues Analysis, May, 2009


Business Associations (Co-Author with Paul Quiros, Lynn Scott, and William B. Shearer III), Mercer Law Review, Vol. 60, No. 1, Fall, 2008


A Beacon in the Storm: A Lead Director's Responsibilities in M&A Transactions (Co-Author with Bill Bates, Bill Baxley, and Anne Cox), New York Law Journal, November, 2008


The Changing Structure of Private Equity Transactions: A Look at Current Trends in Reverse Termination Fee and Specific Performance Provisions (Co-Author with Rick Bange and Carrie Fisher), Emerging Manager Focus Magazine, June, 2008


Professional Associations and Memberships:
American Bar Association
Member


State Bar of Georgia
Member


Past Employment Positions:
Vice Chancellor Stephen P. Lamb, Delaware Court, Chancery, Wilmington, Clerk


Pro Bono Activities:
United Way of Central Carolinas, Charlotte, NC – Young Leaders' Council, 2008 - Present
YMCA of Greater Charlotte, Simmons Branch, Charlotte, NC – Board of Managers, 2008 - Present
Teach for America Young Associates, Charlotte, NC – Member, 2010 - Present
Starlight Society, Levine Children’s Hospital, Charlotte, NC – Member, 2010 - Present
Men's Shelter of Charlotte, Charlotte, NC - Board Member, 2011 - Present
Charlotte Speech and Hearing Center, Charlotte, NC - Board Member, 2011 - Present
Fraternities/Sororities:
Phi Beta Kappa

Rayburn Cooper & Durham advises clients in North Carolina business law matters, including:

  • Business Workouts and Restructure
  • Business Bankruptcy
  • Business Formation and Governance
  • Corporate Finance and Mergers, Acquisitions, and Divestitures
  • Contracts and Business Transactions
  • Business Ownership Disputes
  • General Civil Litigation
  • Complex Business Litigation