Valerie P. Thomas


 

VALERIE P. THOMAS, ESQ.

Partner

Direct:  (214) 397-1918
Fax:      (214) 220-0230
Email:  vthomas@kjllp.com

I concentrate my practice in private equity offerings, commercial transactions, corporate structuring, public company filings, corporate governance matters, mergers and acquisitions, and other transactional matters for private and small public companies.  I have been practicing corporate and securities law at Krage & Janvey, L.L.P. since the beginning of my legal career in 2006.

 Private Equity Offerings (both under Rule 506(b) and 506(c) of Regulation D):

  • Frequent speaker on Regulation D and registration violations
  • Private offerings in the amounts of $1 million to $200 million for the following industries:  oil and gas exploration companies, wind farms, minerals, distillery, and real estate
  • Provided Rule 144 opinions and otherwise facilitated private stock transfers for private and public companies

Commercial Transactions:

While at Krage & Janvey, acted as in-house counsel for public company (annual revenues greater than $500 million):

  • Drafted, edited, and negotiated every contract for approximately five months, including: Supply Agreements, Customer Purchase Agreements, Service Agreements, Consulting Agreements, Distribution Agreements, Confidentiality Agreements, etc.
  • Continued representation for contract review on as-needed basis after five-month period
  • Acted as outside corporate counsel to public energy equipment and services company (annual revenues greater than $1 billion):
  • Negotiated approximately 20 Master Service Agreements per month (2018-present)

Corporate Structuring:

  • Converted and/or merged over 30 Texas or Delaware entities as part of restructuring plan to comply with ESOP implemented by large Texas homebuilder
  • Formed, converted, amended, merged, or dissolved dozens of Texas or Mississippi entities as part of evolving corporate structure owned by wealthy individuals actively involved in acquisitions in the transportation industry
  • Formed, converted, and/or merged over a dozen Texas entities and conducted a private issuer exchange offer as part of a restructuring plan to prepare for possible ESOP implementation for large homebuilder

Public Company Filings:

  • Periodic public company filings: Section 13 filings (i.e., Form 10-K and Form 10-Q) and Section 14(a) proxy statements for small public manufacturing company (2007 – present)
  • Ownership reports: Section 16(a) filings (i.e., Forms 3, 4, and 5) and Section 13D filings for control persons of small public manufacturing company (2007 – present)
  • Issuer tender offer to buy back preferred stock and underwater stock options for public company
  • Created, amended, and offered advice with respect to stock options and other agreements with or among shareholders
  • Represented buyer in takeover of $40 million public transportation company via public tender offer

 Corporate Governance:

  • Outside corporate counsel to small public company, managing all corporate and securities matters, including advising on director duties, organizing and facilitating Board and shareholder meetings, and drafting all resolutions and minutes
  • Outside corporate counsel to Dallas chapter of large non-profit corporation
  • Formed and assisted with corporate recordkeeping for dozens of Texas, Mississippi, and Delaware entities

Mergers and Acquisitions:

  • Represented private purchaser in $4 million equity purchase of construction company
  • Served as local counsel for review of $20 million equity purchase of private Texas lender
  • Represented private seller engaged in the insurance brokerage business in the sale of substantially all assets valued at approximately $200 million where the buyer was a large public company
  • Represented private seller engaged in the oil and gas equipment industry in the sale of substantially all assets valued at approximately $285 million where the buyer was a large public company
  • Represented private seller engaged in the telecommunications industry in the sale of substantially all assets valued at approximately $16 million
  • Represented public purchaser in $60 million asset purchase of private coffee distribution company

Other Transactional Matters:

  • Frequent speaker on Regulation D and registration violations including speech to Dallas Bar Association and Collin County Bar Association
  • Transactional practice has included drafting a variety of agreements, credit facilities (ranging from small and unsecured loans to complex secured loans), investor agreements and communications, and corporate policies for small and developing companies

Other:

  • Represented defendants engaged in the oil and gas exploration industry in two distinct FINRA hearings alleging fraud and registration violations
  • Represented defendant engaged in the oil and gas exploration industry in Washington state litigation alleging fraud and registration violations
  • Provided draft expert opinions on following topics for review and approval of managing partner:
    • Restricted stock and Rule 144
    • Attorney-client relationships
    • Material omissions
    • Common law disclosure obligations of general partners to limited partners
    • Digital options
  • Author of SEC Expert by Thomson Reuters, an online database of annotated securities laws and regulations plus analyses of every SEC Release issued from 2009-2013
  • Drafted primer on the subprime crisis for presentation at February 2009 31st Annual Conference on Securities Regulation and Business Law, Dallas, TX for presentation by managing partner

Publications:

  • You Might Get Caught: Reasons to Abide by Private Placement Rules, Dallas Bar Association Headnotes, November 2017, Volume 42,  November 11

Bar Admissions:

Texas, 2006

Education:

Southern Methodist University School of Law, Dallas, Texas 2006
J.D.
Honors:  Cum Laude
University of Texas at Austin, Austin Texas, 2003
B.B.A.
Honors: Cum Laude
Major:  Finance & the Business Honors Program
University of Texas at Austin, Austin Texas, 2003
B.A.
Honors:  Magna Cum Laude
Major:  Plan II Honors Program

Honors and Awards:

Texas Rising Star by Super Lawyers and one of the Best Women Lawyers by D Magazine, 2010

Professional Associations and Memberships:

Dallas Bar Association, member
American Bar Association, member
State Bar of Texas, member