In the News

In Five-Week Jury Trial, Haynes and Boone Prevails for TGI Fridays™ In Dallas/Fort Worth International Airport Joint Venture Lawsuit

A team of Haynes and Boone, LLP lawyers successfully represented Carrollton, Texas-based TGI Fridays™ in a lawsuit arising over a joint venture dispute involving its restaurants at Dallas/Fort Worth International Airport. Fridays™ currently operates six restaurants at the airport.

The complete win for Fridays came after three years of litigation that culminated in a five-week Dallas state court jury trial. Jurors found for Fridays on its affirmative claims for relief, allowing for dissolution of the joint venture and recovery on a declaratory judgment action. The company was also accused of breach of fiduciary duty, breach of contract, tortious interference and conspiracy but prevailed on all of those claims. >>

Jan Sharry in Law360: Forced Clippers Sale Could Cost NBA If Sterling Resists

The National Basketball Association came down hard on Los Angeles Clippers owner Donald Sterling after a recording of his racist tirade was leaked to the media last week, but experts say the next step in the league's punishment plan — a forced sale of the team — is a nuanced one that invites courtroom challenges from the disgraced owner. >>



Recent Publications

Huffington Post Guest Article: You Can't Have Equal Pay Without Equal Opportunity

Much is written today about the wage gap between women and men in the workplace. In 2012, the typical American woman who worked full time, year-round was still only paid $.77 for every dollar paid to a man. The gap needs to be closed and we, as feminists or as supporters of women, can easily support its closure. >>



Janice V. Sharry

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5562
F +1 214.200.0620

Areas of Practice

Education

  • J.D., Southern Methodist University Dedman School of Law, 1977, magna cum laude; Order of the Coif; Research Editor, Southwestern Law Journal
  • B.A., Knox College, 1973, cum laude; Phi Beta Kappa

Bar Admissions

  • Texas
Janice V. Sharry

Janice Sharry has more than 35 years of experience in diverse areas of corporate finance, including mergers and acquisitions, public offerings, private placements, and other securities offerings (including representation in international offerings). Her extensive experience in mergers and acquisitions includes hostile, friendly, and cross-border transactions, as well as acquisitions and sales of assets in the bankruptcy arena. She has served as head of the Corporate Finance Group and currently serves on the Board of Directors of Haynes and Boone.

Ms. Sharry's recent transactions include:

  • Advised American Airlines in connection with:
    • A twelve-year Capacity Purchase Agreement (CPA) with Republic Airways Holdings, the first large regional jet service deal of its kind in American's history.
    • A four-year CPA with Sky West Airlines, Inc. to handle various flights with regional aircraft on behalf of American.
  • Advised Rise Energy Partners, LP in the sale of its interests in various oil and gas producing properties offshore southern California to Memorial Production Partners LP for more than $270 million.
  • Represented Service King Collision Repair Centers in the sale of its operations to a private equity fund managed by The Carlyle Group.
  • Represented Matador Resources Company, an independent oil and gas company, in its initial public offering of $178.6 million of common stock, including shares sold by the selling shareholders.
  • Led deal team that represented Panda Power funds in its secured financing for the development of natural gas-fired power plants in Temple and Sherman, Texas. Recognized as the 2012 North American Merchant Power Deal of the Year by Project Finance.
  • Represented a Fortune 100 company in the acquisitions of publicly-held corporations and other entities both in and outside of bankruptcy.
  • Represented a NYSE listed company in the sale of senior notes and preferred stock and the refinancing of senior credit facility.
  • Represented a NASDAQ listed oil and gas exploration company in the acquisition of a Toronto Stock Exchange listed oil and gas exploration and production company.
  • Represented a leveraged buy-out group in a number of strategic acquisitions, including acquisitions of oil and gas, healthcare, aviation and retail operations.
  • Represented a Fortune 100 company in three separate divestitures of non-strategic subsidiaries.
  • Represented various companies in the acquisitions of television and radio stations.
  • Represented New York-based investment banking firms in underwritten equity and debt offerings (including initial public offerings and Rule 144A transactions).
  • Counseled a project development corporation in the formation of a joint venture for the development of Texas merchant power plant and various acquisitions.
  • Advised a number of large investment partnerships with investments in various companies, including investments in publicly-held entities, technology-related investments and other venture capital transactions.
  • Represented various companies in proxy contests (both offensively and defensively) and in designing various anti-takeover mechanisms and strategies.
  • Represented NYSE, AMEX and NASDAQ listed companies in capital raising activities, both in the United States and internationally.

Recent Publications and Speeches

  • Guest Article, "Putting Your Power to Work: 500 Years of Advice for Today's Woman," Huffington Post, July 2013
  • Speaker, "Good Corporate Governance," IATA International Legal Symposium, Berlin, German, February 2013
  • Speaker, "Implementing Corporate Compliance Programs," IATA International Legal Symposium, Lisbon, Portugal, February 2010
  • Speaker, "Good Corporate Governance," IATA Legal Symposium, Berlin, Germany, 2013
  • Speaker, Corporate Compliance Programs, IATA Legal Symposium, Lisbon, Portugal, 2010
  • Co-Author, "Board of Directors Guide 2010," Haynes and Boone Presentation, March 2010
  • Author, "Who is my Lawyer When Disputes Arise in the Boardroom?" Corporate Board Member magazine, 2nd Quarter 2010
  • Author, "Lessons from Recent Insider Trading Cases," Headnotes, a publication of the Dallas Bar Association, February 2010, Vol. 34, No. 2
  • Author, "Exemptions and Scope of Regulations," 2 Texas Corporations
  • Co-Author, "Outline of the Sarbanes-Oxley Act of 2002," IATA International Legal Symposium, February 2003
  • Panelist, "New Legislative and Regulatory Reforms," Symposium for Chief Legal Officers, September 2002
  • Panelist, "Sarbanes-Oxley Issues," Things That Go Bump in the Night, October 2002
  • Speaker, Practicing Law Institute, Securities Filings 2003

Honors

  • Named by Lawyer Monthly Magazine to the Women in Law Awards, 2014
  • Recognized by D Magazine as one of DFW's Top M&A Dealmakers, 2014
  • Named as 2013 Dealmaker of the Year (Dallas Business Journal's M&A Awards)
  • Named one of the top 2013 Women in Business (Dallas Business Journal)
  • Named one of the Best Lawyers in Dallas in 2003-2012 (D Magazine)
  • Named a Texas Super Lawyer for 2003-2013 (Texas Monthly Magazine)
  • Named one of the Best Women Lawyers in Dallas in 2010 (D Magazine)
  • Named one of the Top 50 Women Lawyers in Texas in 2005 and 2007 (Texas Monthly Magazine)
  • Named a "Top Notch" Lawyer for Mergers and Acquisitions and Corporate Securities (Texas Lawyer - 2007)
  • Named one of the Best Lawyers in America - Corporate Law (Best Lawyers, 2006-2015)
  • Selected for the International Who's Who of Aviation Lawyers for 2010 and 2012 (Who's Who Legal)
  • Dallas Business Journal 2007 M&A Award for Best Contribution By A Law Firm for Aviall-Boeing transaction
  • Recognized by Chambers USA 2008-2014 as one of the leading practitioners in the United States for Corporate/M&A
  • Atlas Award for Turnaround Deal of the Year (above $100 million) 2009
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™

Professional Leadership

  • Board of Directors and Chairman, International Women's Forum, Dallas Chapter
  • Former Chairman and Member of the Board of Directors, Executive Women's Roundtable of the Dallas Chamber of Commerce
  • Board of Directors, Dallas Women's Foundation
  • Board of Trustees, Knox College
  • Board of Directors, Haynes and Boone, LLP

Selected Representative Experience


Special Committee Investigation
Represented special committee of the board of directors a public company in investigation of alleged wrongdoing by senior management.

Sale of Interests Held by Rise Energy Partners, LP
Advised Rise Energy Partners, LP in connection with its sale of interests in various oil and gas producing properties offshore southern California to Memorial Production Partners LP for a purchase price of approximately $271 million.

Panda Power Funds/Sherman Gas-Fired Power Plant
Represented Panda Power Funds in the secured financing of the development of a natural gas-fired power plant in Sherman, Texas.

Acquisition of Service King by the Carlyle Group
Advised Service King Collision Repair Centers in the sale of its operations to a private equity fund managed by The Carlyle Group.

Panda Power Funds/Temple Gas-Fired Power Plant
Represented Panda Power Funds in the secured financing of the development of a natural gas-fired power plant in Temple, Texas.

Initial Public Offering - Matador Resources Company
Represented Matador Resources Company, an independent oil and gas company, in its initial public offering of $178.6 million of common stock, including shares sold by the selling shareholders.

Sale of the Assets of Nex-Tech Aerospace, Inc. and Nex-Tech Aerospace Holdings, Inc.
Represented Nex-Tech Aerospace Holdings, Inc. in the sale of the assets of Nex-Tech Aerospace, Inc. and Nex-Tech Aerospace Holdings, Inc. to an affiliate of Gridiron Capital.

Dean Foods Sale of its Customer-Brand Yogurt Business to Schreiber Foods
Represented Dean Foods in the sale of the assets related to its customer-brand yogurt business to Schreiber Foods.

Dean Foods in Sale of Mountain High Yoghurt
Represented Dean Foods and its subsidiaries in the sale of assets related to the Mountain High yoghurt business to General Mills, Inc.

Purchase and Sale Agreement, dated 12/15/09 by and among Pacific Energy Resources Ltd., San Pedro Bay Pipeline Company, Rise Energy Beta, LLC and SP Beta Properties, LLC
Represented Rise Energy Partners, LP in Bankruptcy Code section 363 purchase of offshore California oil reserves, oil production platforms, and pipelines from Pacific Energy Resources Ltd. Transaction involved a court ordered auction and credit bid by Rise of indebtedness totalling approximately $500 million.

American Airlines Sale of $1 Billion in Prepaid Miles
Represented American Airlines in securing $1 billion in liquidity through the negotiation of the prepaid sale of AAdvantage miles to Citibank N.A. together with $1.8 billion in certain aircraft related transactions.

Dean Foods Purchase of Assets from Dairyland, Inc.
Represented Dean Foods in its purchase of assets from Dairyland, Inc.

Asset Acquisition
Represented ViewCast.com Inc. in its purchase of assets from Ancept Media Server, LLC.

Working Interest Sale
Represented Toreador Resources Corporation in a sale of assets to Petrol Ofisi AS.

Purchase of Stock
Represented Dean Foods in its purchase of stock from CreaMiser Products Corporation.

Purchase and Sale Agreement
Represented Toreador Resources Corporation in a sale of assets to RTF Realty Inc.

Merger with the Boeing Company and Aviall
Haynes and Boone represented Aviall Inc. in the company’s $2.05 billion merger with the Boeing Company. The deal represented the largest purchase for Boeing in a decade. As the world's largest independent provider of new aerospace parts and related aftermarket services, Aviall is a leading solutions provider of aftermarket supply-chain management services for the aerospace, defense and marine industries.

Panda Ethanol, Inc.
Haynes and Boone represented Panda throughout the development, as sole counsel, and in the final project financing as co-counsel in a complex $188 million debt financing of its 100 million gallon-per-year ethanol facility employing novel technology in Hereford, Texas. Senior debt financing consisted of a $158.1 million senior secured credit facility which includes a $5 million working capital facility and a letter of credit supporting $50 million in tax-exempt bonds that were issued by the Red River Authority of Texas. Additionally, the project financing included a $30 million subordinated debt credit facility.

Acquisition - TWA Assets
American Airlines in its acquisition of Trans World Airways (TWA) assets out of Chapter 11 proceedings.

Acquisition of Richfood Dairy
Represented Dean Foods in its acquisition of Richfood, Inc.

Debtor-in-Possession Financing and Exit Financing
Represented the administrative agent in connection with the negotiation, documentation, closing and ongoing administration of a debtor-in-possession financing and a subsequent exit financing for a major manufacturer of paper products.

Delphi Corporation
Representation of a hedge fund that was both a major creditor and equity holder of Delphi. The fund sought to serve as a lead plan proponent with the Debtors. The fund's proposal was determined not to be the highest and best proposal. Delphi ultimately confirmed another plan of reorganization with the assistance of the U.S. government and General Motors in conjunction with the GM Chapter 11 case. Creditors received significantly less than they would have received under the original plan proposal.

Highland Capital Management, LP in its Acquisition of Cornerstone Healthcare Group
Represented Highland Capital Management, LP in its acquisition of Cornerstone Healthcare Group, an Austin-based provider of long-term acute care (LTAC) hospital services.

Highland Capital Management Bid to Acquire Delphi Corporation
Represented Highland Capital Management LP in its $4.7 billion bid to acquire Delphi Corp. Highland, as Delphi Corp.'s then-second-largest shareholder, offered its plan to recapitalize the auto parts giant to top an earlier offer of $3.4 billion made by an investment group led by Appaloosa Management and Cerberus Capital Management L.P. Extensive negotiations were held between Highland and Delphi, with Delphi ultimately proceeding with Appaloosa/Cerberus.

Reverse Merger
Represented Panda Energy International in its acquisition of Ciraccor, Inc.

Restructuring
Represented Highland Capital Management, L.P. in its purchase of stock in and restructuring of Home Interiors & Gifts, Inc.

American Airlines Acquisition of TWA's Assets - Latin America and Caribbean
Advised American Airlines in the acquisition of Trans World Airways (TWA) assets out of Chapter 11 proceedings.  Aircraft were located in the U.S. and 13 foreign jurisdictions, including Mexico and parts of Latin America, Caribbean, Europe, and the Middle East.

America West Airlines
Represented GE Public Finance as lender to America West Airlines for the construction of the baggage handling system at the new Denver Airport. Successfully obtained payment in full for client before confirmation of plan because of threat of not allowing completion of project.

Representation of Majority Secured Lender in Chapter 11 Case - Manufacturer of Tissue Products
Represented the majority secured lender in the Chapter 11 case, filed on Newark, New Jersey, of a leading manufacturer of tissue products with a strong presence in the Northeast.

PIPE - Common Stock - Toreador Resources Corporation
Proceeds from the placement were used to help fund 2007 exploration and development activities for Toreador Resources Corporation.

Represent Special Committee of Board of Directors - Hallwood
Represents the Special Committee of Hallwood’s Board of Directors in connection with various transactions with affiliates and a proposed sale of a subsidiary to an affiliate.

Dean Foods Co. in Numerous Acquisitions of Various Dairy Assets
Represents Dean Foods Co. in numerous acquisitions of various dairy assets.

American Airlines Proposed Spin-Off or Sale of American Eagle
Represented American Airlines in connection with its proposed spin-off or sale of American Eagle, a wholly-owned subsidiary of AMR Corporation.

Memberships

  • State Bar of Texas, Business Law Section
  • American Bar Association, Committees on Securities Regulation, Privately Negotiated Acquisitions, and Model Trust Indenture

Online Publications

07/19/2013 - Huffington Post Guest Article: Putting Your Power to Work: 500 Years of Advice for Today's Woman
There is no shortage of advice for professional women in the today's consumer and business media. Whether we are being told to "lean in," pick up seven new habits or even imitate male power plays, we are living in a time when there is much written about the analysis of power, and how to attain it, but very little has been said about what to do with power once secured.

08/04/2010 - The Impact of Dodd-Frank on Public Companies
Haynes and Boone has prepared a summary of significant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that may have consequences for public companies and their officers and directors, as well as related entities, along with commentary on those provisions.

05/11/2010 - Who is my Lawyer When Disputes Arise in the Boardroom?
Most of the time, a company's board, senior management, general counsel, and outside counsel work as a team. After all, each has a duty to serve the company’s interests. In fact, directors and senior management often consult with company counsel on matters and decisions that may materially impact the company and them.

03/30/2010 - Board of Directors Guide 2010
The current difficult business environment poses many challenges to boards of directors. This outline is intended to assist board members in understanding the proper role and functioning of the board in the new political and regulatory environment in which we live.

02/01/2010 - Lessons from Recent Insider Trading Cases
Leaks of material non-public information from a publicly traded company can give rise to insider trading by recipients of that information. In most cases, the leakage occurs without any wrongful action by the company whose securities are implicated.

07/20/2009 - Weathering the Storm: Fiduciary Duties of Officers and Directors in Troubled Company Situations
Directors and officers managing corporations, especially when the corporation is insolvent or operating in insolvency situations, need to be cognizant of their fiduciary duties. This alert provides a brief overview of these fiduciary duties, including practical considerations in the exercise of these duties.

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.

12/07/2007 - Dallas Business Journal M&A Award 2007: Best Contribution by a Law Firm
Reprinted with permission from the Dallas Business Journal © 2007

11/28/2005 - 2006 ISS U.S. Corporate Governance Policy Updates

01/31/2003 - 24 - SEC Adopts New Rules on Auditor Independence
On January 28, 2003, the SEC published additional rules regarding the independence of accounting firms that audit the financial statements of public companies. These rules are a result of the Sarbanes-Oxley Act of 2002 (the “Act”) and were adopted by the SEC in accordance with Section 208(a) of the Act, although certain aspects of the rules expand upon the auditor independence provisions of the Act.

01/28/2003 - SEC Adopts Rules Governing Determination and Disclosure of Audit Committee Financial Experts

01/24/2003 - SEC Adopts Rules Governing Disclosure of Non-GAAP Financial Measures and Amendments to Form 8-K

01/24/2003 - SEC Adopts Code of Ethics Disclosure Rules

12/04/2002 - SEC Proposes Rules to Federalize Professional Conduct for Lawyers Practicing Before the SEC

11/01/2002 - SEC Proposes Rules on Internal Controls, Ethics Codes and Financial Experts on Audit Committees

09/18/2002 - NYSE Submits Changes to Corporate Accountability and Listing Standards to SEC for Approval

09/10/2002 - SEC Issues Final Rules On Accelerated Filing Deadlines for Certain Public Companies

09/04/2002 - SEC Issues Final Rules on Certification of Disclosure in Quarterly and Annual Reports

08/30/2002 - Sarbanes-Oxley Prohibition on Loans to Executives May Conflict with Compensation Practices

08/30/2002 - Sarbanes-Oxley Act of 2002: SEC Adopts Amendments to Accelerate Section 16 Filings

08/28/2002 - Sarbanes-Oxley Act Section 302 Certification

08/14/2002 - Sarbanes-Oxley Act of 2002: Important Changes to Insider Reporting Deadlines under Section 16

08/09/2002 - Sarbanes-Oxley Act of 2002: Suggestions for Compliance

08/02/2002 - Considerations for Sarbanes-Oxley Act Certification

07/31/2002 - Sarbanes-Oxley Act of 2002 Promises Far-Reaching Implications for Public Companies

05/20/2002 - SEC Emphasizes MD&A Disclosures, Proposes Rule for MD&A Disclosure of Critical Accounting Policies