M. Kathleen Smalley

Kathleen Smalley has over 40 years of broad-ranging experience in law, business, academics, and public service. She began her legal career as a judicial clerk to Judge John Minor Wisdom in the U.S. Fifth Circuit Court of Appeals and Justice Sandra Day O’Connor at the U.S. Supreme Court. 

Currently serving as a neutral in alternative dispute resolution and a consultant in resolution strategy, she calls on her experience as a partner in law firms; as general counsel of a major private company, a family office, and a public company; as a pension fund trustee; and in business roles. She has executive experience in real estate, family governance, and executive compensation and has served as a director on boards of a public company, a public pension fund, and several nonprofits.

A neutral on the commercial and consumer panels of the American Arbitration Association, serving as a panelist or chair, Ms. Smalley has resolved cases involving a broad range of substantive law, including partnership and governance matters, real estate finance, construction, telecommunications, appeal, consumer finance, general contract interpretation, and others. She also has extensive experience in pretrial issues and discovery as well as post-hearing matters.   As an advocate, she has designed creative cost-effective contractual procedures for individual arbitrations, and as a neutral, she seeks the most streamlined process appropriate to fair resolution of each case. She also has experience in resolving pension appeals as a trustee.

Ms. Smalley served as general counsel of Trammell Crow Company; of Crow Holdings, the family office of the Trammell Crow family; and Catellus Development Corporation (NYSE: CDX). At both Trammell Crow and Catellus, she undertook significant business responsibilities, including brownfield redevelopment initiatives with risk-based environmental remediation, negotiation of major financings, debt restructures, and design of investor portfolios, along with the risk tolerance and management functions of a general counsel. She was responsible for executive compensation, equity participation arrangements (in both privately held and publicly held enterprises), and employment contracts for senior management, and she managed various employee benefit and labor issues for all employees.  Her capital markets experience includes initial public offerings, compliance, reporting, and follow-on public offerings as well as private placements and venture capital transactions.  Returning to private practice, she represented select clients on high-stakes litigation and administrative appeals; matters relating to family wealth; internal investigations; and governance arrangements. Initially in her own practice, and then at Boies, Schiller & Flexner LLP, Locke Lord LLP, and Foley & Lardner LLP, she appeared in trial and appellate courts and negotiated transactions ranging from financings to leases to corporate acquisitions. 

Ms. Smalley served on the board of directors of Quality Care Properties, Inc. (NYSE: QCP) from its spinoff until its sale. A member of the Audit Committee, she chaired the Nominating and Governance Committee. Ms. Smalley served as a Trustee of the California State Teachers’ Retirement System, where she served on the Audit Committee and chaired the Board Governance Committee. From its formation until 2020, Ms. Smalley served on the Board of iCivics, an educational technology nonprofit founded by Sandra Day O’Connor, for provision of nonpartisan on-line civics resources, which, by 2020 reached as many as 1 million students per week.

Ms. Smalley has taught several courses at each of Harvard Law School and UCLA’s Law School and Anderson School of Management and one course each at Stanford Law School and Yale Law School. She has been a frequent speaker in other academic and professional settings.

• Ms. Smalley graduated summa cum laude from Rice University, where she was the Graham Baker Student.
• She obtained her JD magna cum laude from Harvard Law School, where she was an editor of the Harvard Law Review.
• Ms. Smalley's professional training includes classes in the executive program on Systems Dynamics at the Massachusetts Institute of Technology, programs in mediation, and a variety of programs in arbitration issues, including programs on efficient management of cases and chairing arbitration panels.  

• She is a member of the Council on Foreign Relations.
• She is a Fellow and member of the US Advisory Committee of the British-American Project
• She is the past chairman of the Visiting Committee of Harvard Law School.
• She is a member of the American College of Mortgage Lawyers
• She is a member of the American Law Institute where she serves on the Advisory Committee of the Restatement of the Law – Property and has served on Members’ Consultative Committees for Restatement of the Law – Torts – Economic Harm and Model Penal Code – Sexual Assault.

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