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Education and Honors
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J.D. (with honors), The University of Texas School of Law, 1984 Order of the Coif
Texas Law Review
Phi Delta Phi
B.B.A. (with highest honors), finance, The University of Texas, 1981 Phi Eta Sigma
Beta Gamma Sigma
Phi Kappa Phi
Listed in the Chambers USA Guide America's Leading Business Lawyers, 2004 - 2009, and The Best Lawyers in America, 2006 - 2010
Recognized as one of the "Best Lawyers in Dallas" by D Magazine, 2007, 2008, 2009
Recognized by Law & Politics as a "Texas Super Lawyer," 2003, 2004, 2007 - 2009
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Admissions and Affiliations
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State Bar of Texas
Dallas Bar Association
Society of Corporate Secretaries and Governance Professionals
Texas Business Law Foundation, Board of Directors
Dallas Opera, Board of Trustees
BusinesSuites, LLC, Board of Advisors
LBJ Asset Management Partners, Board of Advisors
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Practice Areas
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Concentration Corporate, securities and business law, including mergers and acquisitions, corporate finance/securities offerings and corporate governance engagements
Summary Don McDermett represents business clients in a wide variety of corporate and transactional matters. Before joining Baker Botts in 2000, Mr. McDermett served as senior vice president, general counsel and secretary of Sterling Software, Inc., an NYSE-listed enterprise software vendor with annual revenues just under $1 billion. With experience both inside a major corporation and as lead outside counsel to major businesses, he brings unique perspective and insight to complex corporate and transactional projects.
Mr. McDermett leads teams in myriad merger and acquisition transactions, providing counsel on negotiated acquisitions, strategic alliances and joint ventures, as well as tax-free spin-offs, corporate reorganizations and recapitalizations.
Mr. McDermett also represents issuers and investment banking firms in IPOs and other registered securities offerings, private placements, venture capital financings and exchange offers.
Additionally, Mr. McDermett counsels both public and private companies regarding corporate governance matters (including representation of boards, audit committees and special committees), securities compliance and disclosure issues, executive compensation matters and "poison pill" and other defensive measures.
Mr. McDermett also represents clients in information technology and business process outsourcing transactions, including multibillion-dollar, cross-border outsourcing arrangements.
Representative Engagements Accenture, Ltd
- $1.8 billion (Canadian) 10-year IT and BPO outsourcing transaction with British Columbia Hydro & Power Authority
Advanced Neuromodulation Systems, Inc.
- $1.3 billion cash sale to strategic buyer St. Jude Medical through a negotiated cash tender offer/merger
BusinesSuites, L.P.
- Multiple acquisitions of executive suites businesses
- Corporate reorganization
EDS
- $346 million securitized financing of enterprise software license from CA, Inc.
- Negotiation and structuring of 10-year marketing alliance with Sabre involving airline application software and related IT services
GENBAND Inc.
- Acquisition of NextPoint Networks, Inc.
- Acquisition of BayPackets, Inc.
- Acquisition of Switching Solutions Group of Tekelec
- Multiple strategic partnership/re-seller agreements with Alcatel-Lucent
- Asset acquisition and strategic partnership/re-seller agreement with Nokia-Siemens Networks
- Two product line divestitures
- Multiple rounds of venture capital financing involving over 150 million
Insilco, Inc.
- Special committee representation in $100+ million divestiture
Kinko’s Inc.
- $460 million recapitalization transaction involving JP Morgan Chase, AOL Time Warner and Clayton Dubilier & Rice
- $240 million self-tender offer to existing stockholders
- Acquisition of ImageX, Inc. through negotiated cash tender offer/merger
LBJ Holding Company
- $100+ million divestiture of cable TV systems
- $100+ million divestiture of multi-station radio group
- Acquisition and subsequent divestiture of multi-station radio group in the southeastern U.S.
- Numerous private equity investments across various industries, including lead investment in Blue Sage Capital
- Fund of funds formation
Luminex Corp.
- Ongoing SEC compliance counseling
- Implementation of shareholder rights plan/poison pill
Morgan Stanley
- $112 million secondary offering by Inet Technologies, Inc.
Motive, Inc.
- $50 million IPO
- Ongoing SEC compliance counseling
- Stock-for-stock merger with BroadJump Inc.
- Audit committee investigation, accounting restatement, dismissal of independent auditor
- $67 million cash sale to Alcatel-Lucent through negotiated cash tender offer/merger
RealPage, Inc.
- Multiple rounds of venture capital financing
- Various acquisitions
Triad Hospitals, Inc.
- Representation of Special Committee in a $6.8 billion going private transaction that, as a result of a "topping" bid during "go shop," morphed into a strategic merger with Community Health Systems, Inc. This merger resulted in the largest publicly held hospital company in the U.S.
Publications, Speeches and Presentations
- Chair, Practising Law Institute/Bowne Securities Law Update, Dallas, January 2007
- "Corporate Governance Update," Practising Law Institute/Bowne Securities Law Update, Dallas, December 2005
- "Due Diligence in a Post-Enron World: Accounting Practices Take Center Stage," Texas Lawyer, April 2002
- "Stock Options and Compensation in a Down Market," Securities Regulation Conference, The University of Texas School of Law, Galveston, February 2002
- "New Rule 10b5-1 and Use of Prearranged Selling Plans by Corporate Insiders," American Society of Corporate Secretaries, Dallas, February 2001
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