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Jane Whitt Sellers
Partner 
201 North Tryon Street
jsellers@mcguirewoods.comCharlotte, North Carolina 28202 F: 804.698.2170
One James Center
901 East Cary Street Richmond, Virginia 23219-4030 F: 804.698.2170    |
Ms. Sellers 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 debt and equity self-tenders and exchange offers and consent solicitations for outstanding debt securities.
She regularly advises on 1934 Act reporting and annual meeting proxy statement matters, including 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. Her mergers and acquisitions experience includes private stock and asset acquisitions and divestitures, as well as multibillion-dollar public company mergers.
- Represented an issuer in connection with the establishment of multiple shelf registration statements and subsequent takedowns for underwritten offerings of senior notes, common stock, equity units, enhanced junior subordinated notes and trust preferred securities from those registration statements
- Represented an issuer in connection with the establishment of a shelf registration statement and subsequent takedowns for underwritten offerings of senior notes and convertible senior notes (including a call spread overlay in the case of the convertible notes)
- Represented an underwriter in connection with multiple offerings of senior notes and establishment of a medium term note program for the same issuer
- Represented an issuer in 144A offerings of high yield debt securities
- Represented an issuer in connection with a Dutch-auction self-tender for its common stock
- Represented an issuer in connection with a waterfall self-tender for outstanding debt securities
- Represented a borrower in connection with a syndicated revolving credit agreement and a syndicated term loan agreement
- Represented a borrower in connection with a complete refinancing including 144A secured senior notes offering and syndicated secured term loan and revolving credit agreement
- Represented a public company in connection with preparation of annual and quarterly SEC reports and annual meeting proxy statement, including seeking SEC no action letter regarding exclusion of shareholder proposal from company proxy statement
- Represented a public company in connection with a contested board election
- Represented 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
- Securities & Corporate Finance
- Corporate Governance
- Energy & Utilities
- Mergers & Acquisitions
- Climate Change
- "Environmental Risk: Weighing the Importance of Climate Change Disclosures," joint interview with Karl M. Strait (reported by Amy I. Stickel), Counsel to Counsel, September/October 2009
- "Climate Change Disclosure: Creeping Up the Learning Curve - Will Disclosure Catch Up with Developments?" Co-authored with Karl M. Strait and Meredith S. Thrower, October 2009
- "Climate Change Disclosure: Out with the Old, In with the New?" Co-authored with Karl M. Strait and Joshua S. Tetrick, January 2009
- "The Value of Process" (chapter author), Inside the Minds: The Roles and Motivations of Key Players in Corporate Governance Cases, Aspatore Books (2007)
- "Compensation Disclosures Bring Governance Changes," Co-authored with Karl M. Strait, Executive Counsel, November/December 2006
- Contract Law in Virginia, 2006 Edition and 2008 Supplement, Virginia Law Foundation (Chapter 4: Determining Contractual Obligations; Chapter 10: Special Types of Contracts - Lending Agreements (including related forms))
- "Hybrids - Not Just for Farmers Anymore," Co-presenter with William G. Fendley and Meredith Sanderlin of McGuireWoods LLP, October 2006
- "Majority Voting in Director Elections," Co-presenter with La Tisha O. Chatman of McGuireWoods LLP, February 2006
- "ESG Disclosures: Environmental, Climate Change, Social Responsibility," webcast presented by TheCorporateCounsel.net, panelist, January 14, 2010
- "Pressure Points for Boards: Improving Directors' Performance in Times of Financial Stress," webcast presented by The Conference Board, panelist, October 2009
- "Where in the World is Corporate Governance?" Webcast presented by McGuireWoods LLP, co-presenter with Steven D. Kittrell and Meredith Sanderlin Thrower, October 2009
- "Climate Change Disclosures for Public Companies: The Current State of the Art," McGuireWoods LLP 9th Annual Environmental & Energy Issues Symposium, panelist, Washington, D.C., May 2009
- "Counting Carbon: EPA's Proposed GHG Reporting Rule & the Impact on Corporate Reporting," Webcast presented by McGuireWoods LLP, co-presenter with Pat Sharkey and David Rieser, April 2009
- "Has the Climate Changed for Disclosures Regarding Environmental Matters?" Financial Research Associates - Carbon Counting 2008 (Chicago, Illinois), July 14, 2008
- "E-proxy: New Rules Give Shareholders Access Choices for Proxy Materials," Bowne/Practicing Law Institute Seminar on New Developments in Securities Law (co-presenter with Meredith Cross (WilmerHale) and Cathy Dixon (Weil Gotshal)), October 2007
- "Corporate Governance - Majority Vote Provisions and other Topics," Bowne/Practicing Law Institute Seminar on New Developments in Securities Law (co-presenter with David B.H. Martin (Covington & Burling) and Louis M. Thompson, Jr. (National Investor Relations Institute)), June 6, 2006
- "Hot Topics in Compliance: Compliance with the Sarbanes-Oxley Act of 2002," Women's Bar Association of the District of Columbia, Washington, D.C., March 10, 2005
- "Recent Guidance Regarding New Form 8-K Rules," Carolinas Chapter of the National Association of Stock Plan Professionals (NASPP), Charlotte, North Carolina, March 8, 2005
- Virginia State Bar
- Chairman, Board of Governors, Section of Business Law, 1992-1993
- President, Young Lawyers Conference, 1987-1988
- American Bar Association
- Director, Young Lawyers Division, 1988-1989
- Burlington Day School
- Board Member, 2003-Present
- St. Margaret's School
- Board Member, 1989-1998
- Chairman, Board of Governors, 1992-1998
- Chairman, Board of Trustees, St. Margaret's School Foundation, 2005-Present
- Church Schools in the Diocese of Virginia
- Board Member, 1990-2002
- Chairman, Board of Trustees, 1999-2002
- Historic Richmond Foundation
- Board of Trustees, 1989-1998
- Alamance County, North Carolina Arts Council
- Board of Directors, 2003-Present
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EDUCATION University of Virginia School of Law, Charlottesville, Virginia, J.D., 1980
Virginia Polytechnic Institute and State University, Blacksburg, Virginia, M.S., 1977 Hollins College, Roanoke, Virginia, B.A., cum laude, 1975
ADMITTED North Carolina 2002 Virginia 1980 PLACE OF BIRTH Richmond, Virginia |