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Jane Whitt Sellers

Partner

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Practices
Industries
Education
  • University of Virginia School of Law, JD, Order of the Coif, 1980
  • Virginia Tech, MS, 1977
  • Hollins College, BA, cum laude, Phi Beta Kappa, 1975
Admissions
  • North Carolina
  • Virginia
Affiliations

Member; Chairman, Board of Governors, Section of Business Law, 1992-1993, Virginia State Bar

Member, President, Board of Governors, Young Lawyers Conference, Virginia State Bar, 1987-1988

Member; Director, Young Lawyers Division, 1988-1989, American Bar Association

Chairman, Board of Trustees, St. Margaret’s School Foundation, 2005-present; Board Member, 1989-1998; Chairman, Board of Governors, 1992-1998, St. Margaret's School

Board Member, Burlington Day School, 2003-present

Board of Directors, North Carolina Arts Council, Alamance County, 2003-2012

Board Member, 1990-2002; Chairman, Board of Trustees, 1999-2002, Church Schools in the Diocese of Virginia

Board of Trustees, Historic Richmond Foundation, 1989-1998

Member; Senior Warden; Vestry, 2009-2011, Episcopal Church of the Holy Comforter, Burlington, North Carolina

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Janie works with public and private companies on corporate finance matters, securities compliance, mergers and acquisitions and corporate governance. She represents issuers in a wide range of financing transactions including syndicated loan agreements and public and private offerings (including Rule 144A offerings) of debt and equity securities as well as hybrid securities, such as equity units, convertible notes, junior subordinated notes and trust preferred securities. Her experience also includes equity self-tenders and other repurchases as well as liability management transactions such as tender and exchange offers and consent solicitations for outstanding debt securities.

Janie advises on 1934 Act reporting and proxy statements, shareholder proposals, proxy contests and executive compensation disclosures. She is on the firm’s climate change team, advising on SEC disclosures and due diligence matters. Corporate governance issues in which she has been involved include majority vote for director elections, shareholder-called special meetings, proxy access and majority written consents. Her mergers and acquisitions experience includes stock and asset acquisitions and divestitures, including spin-offs, as well as corporate level mergers.

Janie has served on a number of nonprofit boards and been significantly involved in nonprofit activities, particularly involving independent schools and the arts.

vCard
T: +1 704 373 8967F: +1 804 698 2170jsellers@mcguirewoods.com201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146
T: +1 804 775 1054F: +1 804 698 2170One James Center
901 East Cary Street
Richmond, VA 23219-4030

Representation of an issuer in connection with the establishment of shelf registration statements and subsequent takedowns for underwritten offerings of senior debt securities, common stock, equity units, enhanced junior subordinated notes and trust preferred securities from those registration statements.

Representation of an issuer in connection with an underwritten offering of convertible senior notes (including a call spread overlay).

Representation of an issuer in 144A offerings of high yield debt securities.

Representation of an issuer in connection with establishment of a medium term note program.

Representation of an issuer in connection with an at-the-market common stock offering program.

Representation of an issuer in connection with establishment of a direct stock purchase and dividend reinvestment plan and subsequent modifications of the plan.

Representation of an underwriter in connection with multiple offerings of senior notes by an issuer and establishment of a medium term note program for the same issuer.

Representation of an issuer in connection with a Dutch-auction self-tender for its common stock.

Representation of an issuer in connection with a waterfall self-tender for outstanding debt securities.

Representation of an issuer in connection with an asset sale offer to holders of outstanding senior secured notes.

Representation of borrowers in connection with secured and unsecured syndicated revolving credit and term loan facilities.

Representation of a borrower in connection with a complete refinancing including 144A secured senior notes offering and syndicated secured term loan and revolving credit agreement.

Representation of a public company in connection with preparation of annual and quarterly SEC reports and annual meeting proxy statements, including seeking SEC no action letters regarding exclusion of shareholder proposals from company proxy statements.

Representation of a public company in connection with a contested board election.

Representation of a public company in connection with a current practices bylaws revision, including majority vote provision and consideration of special meeting provision and voluntary proxy access provision.

Co-author, Climate Change Disclosure: Creeping Up the Learning Curve – Will Disclosure Catch Up with Developments?, McGuireWoods White Paper, October 2009
Co-author, "Environmental Risk: Weighing the Importance of Climate Change Disclosures," Counsel to Counsel, September/October 2009
Co-author, Climate Change Disclosure: Out with the Old, In with the New?, McGuireWoods White Paper, January 2009
Author, "The Value of Process," Aspatore Books, Inside the Minds: The Roles and Motivations of Key Players in Corporate Governance Cases, 2007
Speaker, "Preparing for the 2013 Proxy and Annual Reporting Season," SEC Compliance and Enforcement Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, November 15, 2012
Speaker, "Top 10 Items of Focus for the 2013 Reporting and Proxy Season," Bridgeway’s 17th Annual Client Conference, October 2012
Panelist, "Navigating the IPO Process from a Legal Perspective," KPMG & NYSE IPO Bootcamp presented by KPMG and NYSE Euronext, May 2012
Panelist, "ESG Disclosures: Environmental, Climate Change, Social Responsibility," webcast presented by TheCorporateCounsel.net, January 2010
Co-presenter, Where in the World is Corporate Governance?, McGuireWoods LLP Webcast, October 2009
Panelist, "Pressure Points for Boards: Improving Directors’ Performance in Times of Financial Stress," webcast presented by The Conference Board, October 2009
Panelist, "Climate Change Disclosures for Public Companies: The Current State of the Art," 9th Annual Environmental & Energy Issues Symposium, McGuireWoods LLP Seminar, May 6, 2009
Co-presenter, Counting Carbon - EPA's Proposed GHG Reporting Rule, McGuireWoods Webinar, April 2009
Speaker, "Has the Climate Changed for Disclosures Regarding Environmental Matters," Financial Research Associates - Carbon Counting 2008, July 2008
Co-presenter, "E-proxy: New Rules Give Shareholders Access Choices for Proxy Materials," Bowne/Practicing Law Institute Seminar on New Developments in Securities Law, October 2007
Advertised Private Placements: Update on Status: New SEC Chairman Will Get the Ball Rolling Again, March 26, 2013
SEC Adopts Compensation Committee Independence Rules and Sets September Deadline for SROs to Develop Specific Standards, July 2, 2012
JOBS Act Has Potential to Attract New Players to the Public Capital Markets, April 12, 2012
Proxy Access - Gone, or Just a Phoenix?, September 8, 2011
Ride on the Peace Train: New S-3 Eligibility Rules Reconcile Proposed Rules and Comments, July 29, 2011
Access Denied! Court Invalidates Proxy Access Rules, July 25, 2011
SEC Proposes Rules Implementing Compensation Committee Independence Requirements, April 28, 2011
Family Offices May Have More Time: Compliance with Dodd-Frank Act Adviser Registration Delayed, April 18, 2011
Who's Got a Ticket To Ride?, February 17, 2011
SEC Finalizes Say-on-Pay Rules, January 31, 2011
Hurry Up and Wait: 2010 Climate Change Disclosure May Impact 2012 Proxy Access, November 15, 2010
Remind Me Again, What Exactly are We Supposed to Discuss: Climate Change Disclosure, November 11, 2010
SEC Proposes Rules for Say-on-Pay, Say-on-Frequency and Say-on-Golden-Parachute Votes, October 21, 2010
SEC Proposes New "Family Office" Definition Under Dodd-Frank Act, October 18, 2010
SEC Adopts Mandatory Proxy Access for Shareholders, August 26, 2010
State Corporate Law Changes Reflect Current Governance Issues, July 1, 2010
Corporate Governance Landscape Changes Again, March 19, 2010
SEC Adopts Amendments to E-Proxy Rules, March 2, 2010
2009-2010 Corporate Governance Reforms, February 26, 2010
SEC Issues Interpretive Guidance on Climate Change Disclosures, January 28, 2010
Will the Chill be Gone? SEC to Consider Interpretive Release Regarding Climate Change Disclosure, January 25, 2010
SEC Adopts Revised Executive Comp and Governance Disclosure Amendments for 2010, January 4, 2010
SEC Staff Revise Policy for Excluding Shareholder Proposals: Climate Change Proposals Likely to Increase, October 29, 2009
2009 Climate Change Study Shows Modest Increase in Reporting, October 20, 2009
SEC Proposes Amendments to E-Proxy Rules, October 20, 2009
Corporate Governance Reform: Top 10 Suggestions to Help You Prepare, August 19, 2009
Financial Services Regulatory Reform - July Schedule, July 8, 2009
Elimination of Broker Discretionary Voting in Director Elections, July 2, 2009
Mandatory Proxy Access for Shareholders Proposed by SEC, June 30, 2009
"Say on Pay" Rules Embraced by Treasury, June 10, 2009
Climate Change Disclosure: Out with the Old; In with the New?, January 15, 2009
Top 5 Things Shelf Issuers Need to Consider Before December 1, 2008, November 10, 2008
Companies Must Carefully Consider Liquidity and Capital Resources Disclosures in Upcoming 10-Qs, October 24, 2008
SEC Web Site Guidance Recognizes Today's Internet, August 25, 2008
Advance Notice Bylaw's Application Limited by Delaware Court; May Have Implications for Companies Incorporated in Other States, March 28, 2008