Jane Whitt Sellers

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

Member, Board of Trustees, The University of the South (Sewanee), 2014 – 2017

Member, Board of Directors, Alamance Country Club, 2015 – present

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, The Burlington School (formerly known as Burlington Day School), 2003 – 2017

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

Janie has substantial experience with a wide range of corporate finance, securities, corporate governance and mergers and acquisitions matters. She has represented public and private corporate, LLC and MLP issuers and their underwriters in a great variety of financing transactions from syndicated loan agreements to public and private offerings (including Rule 144A and ATM offerings) of debt and equity securities as well as hybrid securities, equity units, mandatorily convertible securities, 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 securities disclosures for 1934 Act reports and proxy statements, and assists companies in engaging with shareholders and the SEC regarding shareholder proposals. Corporate governance matters in which she has been involved include advising boards of directors regarding fiduciary duties and conflicts of interest in mergers and acquisitions and other settings, proxy access bylaws, majority vote in director elections, shareholder-called special meetings and majority written consents. Her M&A experience includes stock and asset acquisitions and divestitures, public company mergers, spin-offs and MLP drop-downs.

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

In the News

Jane Whitt Sellers
vCard
T: +1 704 373 8967F: +1 804 698 2170201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146
T: +1 804 775 1054F: +1 804 698 2170Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

Representations of issuers 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.

Representations of issuers in connection with underwritten offerings of senior notes.

Representation of issuers in connection with underwritten offerings of convertible senior notes (including a call spread overlay).

Representation of issuers in 144A offerings of both high-yield and investment-grade debt securities.

Representation of issuers in connection with establishment of medium term note programs.

Representation of issuers and distribution agents in connection with at-the-market (ATM) common stock offering programs.

Representation of an issuer in connection with its direct stock purchase and dividend reinvestment plan.

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 issuers, including an MLP issuer, in connection with initial public offerings (IPO’s) and SEC registration.

Representation of issuers in connection with of “emerging growth company” (EGC) and “well-known seasoned issuer” (WKSI) matters.

Representation of bidders and target companies in connection with public company mergers and acquisitions.

Representation of public company purchasers in connection with bridge and take-out acquisition financing transactions.

Representation of MLP and sponsor in connection with securities matters for drop-down and third party acquisition transactions, including registration rights agreements.

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 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.

Named to "Legal Elite," Business Law, Virginia Business, 2015, 2016

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
Panelist, "Going Public from a Legal Perspective," KPMG and New York Stock Exchange IPO Bootcamp, May 9, 2017
Panelist, "SEC Reporting & Filing in the Trump Administration: Advising Your Corporate Clients," Webinar hosted by Vintage, January 26, 2017
Speaker, "Proxy Access Update" and "2017 Annual Reporting Considerations," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, November 29, 2016
Speaker, "Proxy Access Bylaws" and "2016 Annual Reporting Considerations," Hot Topics for the 2016 Proxy/Annual Reporting Season, McGuireWoods LLP SEC Practice Complimentary Webinar Series, November 17, 2015
Speaker, "Proxy and Annual Reporting Season Update," SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, January 27, 2015
Moderator, SEC Compliance and Disclosure Update, McGuireWoods LLP SEC Practice Complimentary Webinar Series, May 20, 2014
Speaker, "What You Need to Know About Governance Today," A Two-Day Corporate Governance & Compliance Directors Institute, June 13-14, 2013
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
Who's Got a Ticket To Ride?, February 17, 2011
SEC Finalizes Say-on-Pay Rules, January 31, 2011