Layne T Smith

Layne T Smith




Layne’s corporate practice focuses on merger and acquisitions, joint ventures, and outside general counsel work. He is co-chair of the Mergers & Acquisitions practice group. Layne regularly works with private equity sponsors, strategic acquirers, sellers and operating companies.

A significant amount of Layne’s experience involves advising operating companies and investors in the healthcare, technology, and real estate industries. On the healthcare front, he regularly handles transactions involving hospitals, surgical centers and physician practices. On the technology front, Layne assists a variety of tech companies with joint ventures, intellectual property licenses and services agreements. On the real estate front, Layne structures and negotiates joint venture and financing transactions.

Education & Admissions

Brigham Young University (J.D., 2005), magna cum laude

Brigham Young University (B.A., 2001), cum laude


  • Utah


Representative Transactions

Representative Corporate Transactions

  • Represented Acres Holdings, LLC, a full-service real estate brokerage with offices in multiple Mountain West states, in connection with the sale of its assets to Newmark Group, Inc. (NASDAQ: NMRK).
  • Represented a hospital in connection with the acquisition of dozens of health care facilities, including ambulatory surgical centers, urgent care facilities and physician practices.
  • Recapitalized a real estate investment company in order to facilitate a $100 million fundraising transaction.
  • Represented a developer in connection with a $60 million joint venture to purchase and develop a mixed use real estate project.
  • Represented a real estate investment group in connection with a joint venture with a publicly traded construction company to acquire and develop real property in a qualified opportunity zone.
  • Represented a private equity found in connection with an investment in a group of addiction recovery centers.
  • Represented a private equity fund in the acquisition of a behavioral health hospital.
  • Represented a physician-owned hospital in the $34 million sale of a majority interest to a strategic investor.
  • Represented iArchives, Inc., a document digitization company, in its $27 million sale to Inc.
  • Represented a software company in connection with a $35 million sale to a strategic investor.
  • Represented a technology outsourcing company in connection with the sale of a controlling interest to a private equity group for $30 million.
  • Represented a software company in the sale of a division to a strategic investor for $18 million.
  • Represented Crescent Point Energy Corp. in connection with its $784 million acquisition of Ute Energy Upstream Holdings LLC.
  • Represented a software company in connection with a $55 million loan transaction with the lending arm of a private equity group.
  • Represented the legal intermediary in connection with Salt Lake County's Pay for Success programs focused on homelessness and recidivism.
  • Served as outside general counsel for a physician-owned hospital.

Representative Technology and Licensing Transactions

  • Acted as outside general counsel for a SaaS company, drafting and negotiating license and services agreements with multiple large franchisors, under which an enterprise software platform is provided to hundreds of franchise locations.
  • Served as outside general counsel for an IT outsourcing business, assisting in drafting and negotiating master services agreements, SaaS licenses and other contracts.
  • Acted as outside general counsel for a carbon technology company, drafting and negotiating joint research and license agreements.
  • Represented a large software company, advising on contract negotiations with resellers and software customers.
  • Negotiated and drafted services agreements, license agreements, distributor agreements, manufacturing agreements, and other commercial contracts.

News & Resources


Chemical Industry Update - January 2020
Channel Reinforces that Akorn is the Ceiling not the Floor for MAE Terminations
MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time
SEC Implements New Rules Regarding Investment Advisers

News & Press Mentions

200 Dorsey Lawyers Selected for Inclusion in 2024 Best Lawyers in America, Lawyers of the Year, and Ones to Watch
21 Dorsey Attorneys and Four Practices Recognized in 2023 Utah Legal Elite
Chambers USA 2023 Recognizes 23 Dorsey Lawyers and Four Practices in Salt Lake City
Chambers USA 2023 Recognizes Dorsey Lawyers and Practices
Utah 2023 Legal Elite
Seventeen Dorsey Attorneys Named to Utah ‘Legal Elite’
Twenty-two Dorsey Attorneys Named to Utah ‘Legal Elite’
Dorsey Launches Dorsey Deal Dividends Blog
Twenty Dorsey Attorneys Named to Utah ‘Legal Elite’
Seventeen Dorsey Attorneys Named to Utah ‘Legal Elite’
Sixteen Dorsey Attorneys Named Utah Legal Elite
Fifteen Dorsey Attorneys Named Utah ‘Legal Elite’
Legal 500 United States Recommends Three Dorsey Practices
Dorsey & Whitney Holds Second Legal Clinic for Utah Nonprofits
Law360 Names Attorneys Who Moved Up The Firm Ranks In Q1
Dorsey & Whitney Names New Partners

Select Presentations

  • The Case of Disney’s Abandoned Fusion Joint Venture – Planning for an Exit, Association of Corporate Counsel Seminar, August 31, 2016
  • Preparing for an Exit, Corporate Counsel Section of the Utah Bar, October 29, 2015 
  • Preparing your Business and its Employees for an Acquisition, 2015 Utah Employment Law Seminar, May 6, 2015
  • 10 Key Issues to Consider in Negotiating Commercial Contracts – The Community Foundation of Utah Seminar, February 21, 2012


Professional & Civic

Professional Achievements

  • Board of Directors, Camp Kostopulos Dream Foundation, 2014 to present
  • BYU Law School Alumni Board, 2008 to 2015
  • Board of Directors, The Living Planet Aquarium, 2007 to 2010


Chambers USA 2023

  • Named one of “America’s Leading Business Lawyers” by Chambers USA (Corporate/M&A), 2023
  • Listed in Best Lawyers in America©, 2021-2024
  • Recommended by Legal 500 in Mergers & Acquisitions, 2015, 2019
  • Listed in Utah Business Magazine Legal Elite, Corporate Law and Transactions; Mergers and Acquisitions, 2013, 2015-2020
  • First Place, Mary Moers Wenig Student Writing Competition, American College of Trust & Estate Counsel, 2005
  • Faculty Award for Meritorious Achievement and Distinguished Service, J. Reuben Clark Law School, 2005
  • J. Reuben Clark Award, J. Reuben Clark Law School, 2004
Layne T Smith