Font Size: 
Morrison & Foerster Partner Tapped to Be GC at Silicon Valley's VMWare
The Recorder
October 09, 2009
Dawn Smith made partner two years ago at Morrison & Foerster. Now she'll be general counsel at one of Silicon Valley's biggest new companies, VMWare Inc.
The virtualization software company, which has a market cap of $16.7 billion and a legal department of 75 people, announced in a Sept. 23 8-K filing that Smith would be replacing Rashmi Garde as legal chief. In the filing, the Palo Alto, Calif., company said only that Garde "departed" from her role on Sept. 22.
VMWare made a splash in 2007 when EMC spun it off in a billion-dollar IPO. Thomas Ivey, the Skadden, Arps, Slate, Meagher & Flom lawyer who worked on the IPO, said that Smith has a big job.
"The GC there is going to have visibility into the next generation of software," said Ivey, who now does work for the parent EMC but not VMWare. "There's no question it's a busy job; the company is growing and there's a lot to deal with from a contract-management standpoint and corporate governance."
VMWare has had some turnover in the executive ranks after the stock slumped following the IPO. CEO Diane Greene was reportedly ousted last year and replaced by Paul Maritz, a former Microsoft executive.
Garde, 43, guided the company through its IPO and was given 200,000 stock options. Just over half of that award has vested. At today's $42 share price, Garde is leaving more than $1.5 million on the table. Last year, Garde made $864,069 between salary, bonus and stock awards. In 2007, she made more than $1 million.
Smith, 45, has no in-house experience. She was a corporate associate at Wilson Sonsini Goodrich & Rosati before joining MoFo as counsel where she worked on M&A deals like Intel's $884 million deal for Wind River earlier this year. Smith said she likes the management team at VMWare but said she couldn't comment extensively on her new job.
MoFo corporate veteran William Sherman said that Smith will be missed.
"Any time you lose a partner with the energy and skill of Dawn Smith, it's a loss," Sherman said. "On the other hand, we think it's a great feather in her cap and speaks well about the kind of lawyer she'd become, especially in her few years at MoFo."
Smith is a graduate of the Naval Academy and was a standout fencer. She was also close friends with future NBA star David Robinson. After graduating, she worked on the nuclear submarine program with Admiral Hyman Rickover before heading off to Stanford Law School.
Smith is married to Margo Smith, the deputy general counsel and chief privacy officer at Verigy Ltd., and they have two sets of twins.
For its IPO, VMWare turned to Skadden, but the firm now just represents VMWare's parent company EMC. For deal work, VMWare has used Wilson Sonsini and for corporate governance work, Simpson Thacher & Bartlett.
Neither VMWare nor Garde returned phone calls seeking comment.
