Carol Glendenning counsels and advises clients, primarily private and public companies and their boards of directors and owners on a wide spectrum of corporate and securities law matters. These matters include mergers and acquisitions, business contracts, entity formation, securities offerings, venture capital, corporate governance issues, federal and state securities law reporting requirements, officers' and directors' fiduciary duties, corporate compliance and internal investigations, poison pills, and other anti-takeover defenses. In connection with business combinations and joint ventures, she also advises clients on antitrust matters relating to the Hart-Scott-Rodino Antitrust Improvements Act.
She represents both public and private companies at all stages of development. Her experience extends to a variety of industries, including energy and energy services, construction materials, manufacturing, healthcare, transportation/logistics, technology, and financial services.
- Admitted, Texas
- American Bar Association, Business Law Section
- State Bar of Texas, Business and International Law Sections
- Corporation Law Committee of the Texas Business Law Section, Co-Chair (2004-2005)
- Dallas Bar Association, Corporate Counsel and Securities Law Sections
- Dallas Bar Association Corporate Counsel Section, Chair (2002)
Stanford Law School, J.D., 1979
St. Olaf College, B.A., 1976, summa cum laude
- Represented an NYSE-listed offshore marine services company in a $550 million acquisition and related financing transactions. Also represented the same company in a $150 million tender offer for its outstanding public debt, a $160 million private placement of debt and its subsequent exchange for public debt.
- Represented the U.S. operations of a German holding company in making more than 15 middle-market acquisitions of building material companies and in restructuring its U.S. corporate structure.
- Represented the largest U.S. dairy cooperative in the acquisition of a dairy processing business from a national food processing company for more than $400 million, including the divestiture of a portion of the assets for antitrust reasons, the contribution of the remaining assets and intellectual property rights to a joint venture, and the issuance of $150 million private debt financing and subsequent offering of and exchange of the private debt for publicly-traded debt.
- Represented a public company in a $100 million acquisition of a NASDAQ-listed oil-and-gas company in exchange for stock and prepared proxy statements and registration statements for the transaction. Also negotiated institutional investor agreements relating to equity infusions into the company and completed $100 million Rule 144A private placement of notes and related exchange offer for publicly-traded debt.
- Represented a retail credit card processing company in an acquisition of private label credit card programs from a subsidiary of an international financial services company for $170 million, which also involved significant issues relating to deconversion of data to a proprietary software system.
- Represented a NYSE company in a corporate reorganization that formed a publicly held holding company and spun-off operating divisions to separate subsidiaries for tax and liability reasons. Also, represented the same company in nine acquisition and divestiture transactions, including forming a joint venture and acquiring refractory-related businesses in Mexico, divesting European equipment manufacturing assets, and liquidating in multiple steps $100 million of assets and joint venture interests to its Japanese partner in a heavy construction equipment manufacturing business.
- Acted as co-counsel on exchange of shares of stock (including stock owned by an ESOP) in a semiconductor equipment manufacturer for shares in a Netherlands semiconductor company preparing for an IPO and coordinated issues with Netherlands counsel and counsel for the ESOP.
- Represented an independent oil-and-gas company in two acquisitions of assets for $680 million.
- Acted as general corporate counsel for a joint venture owned by U.S. and Mexican investors in corporate restructuring transactions, internal assessments of risk and corporate compliance, and adopting corporate governance policies for a multinational group of companies run along business lines.
- Acted as national acquisition counsel for a NASDAQ-traded childcare company in more than 40 transactions to acquire centers across the United States.
- Represented a private equity group in purchasing oil-and-gas technology from the Enron bankruptcy estate and setting up the investment vehicles for the group.
- Represented a shipyard company in its liquidation and the formation and administration of a liquidating trust to complete the liquidation.
- Represented numerous financial institutions as trustee in public and private debt financings and securitizations, and represented a bank in buying out of bankruptcy oil and gas interests on behalf of a Fortune 500 pension plan, setting up an operating company to operate the business and ultimately selling the assets.
- Acts as outside securities counsel for a number of companies to satisfy public company SEC and securities exchange reporting requirements.
- Dallas Regional Chamber, Director (2009-present)
- The Dallas Opera, Director (1988-1997; 2008-present)
- The YWCA of Metropolitan Dallas, Director (2006-2012)
- Chiapas International, Director (2006-2010); Advisory Board (2011-present)
- United Way Foundation of Metropolitan Dallas, Director (2012-present)
- The Dallas Friday Group, Director (2010-present)
- St. Paul Medical Foundation, Director (2010-present)
- Named Texas Super Lawyer by Thomson Reuters and published in Texas Monthly, 2003-2011
- Named among Best Lawyers in America by Best Lawyers and published in D Magazine, 2005-2011
- Named among The Best Lawyers in America®, (Copyright 2012 by Woodward/White, Inc., of Aiken, SC), 2013
- Named among Best Women Lawyers in Dallas by Best Lawyers and published in D Magazine, 2010
- Named to The BTI Client Service All-Star Team for Law Firms (2007 and 2011) and All-Star MVP, 2008
- Named a recipient of the Women in Business Awards by the Dallas Business Journal, July 2010
- Named one of two recipients of the Flame of Honor Award by the Southwest Jewish Congress, 2011