Tonya M. Grindon

Tonya Mitchem Grindon is chair of the Firm's Securities/Corporate Governance practice group and a shareholder in the Nashville office. She concentrates her practice in securities and corporate finance, investment management, mergers and acquisitions, corporate governance and international business transactions. Ms. Grindon has been interviewed on securities topics by publications such as the Washington Post and the Wall Street Journal and has recently been quoted in the Nashville Business Journal and Thomson Reuters newswire.

Corporate Finance and Securities: Ms. Grindon's experience in corporate finance and securities work includes representation of companies in public offerings and private placements of both debt and equity securities. She has assisted companies in public tender offers ranging from $65 million to $120 million and in Exchange Act compliance, including proxy statements and annual, quarterly and current reports. Ms. Grindon also has advised public and private boards of directors and has spoken on numerous fiduciary duties and corporate governance issues, including compliance with Dodd Frank and Sarbanes/Oxley.

Investment Management: Ms. Grindon has significant experience in the representation of private funds (offshore and domestic, including hedge funds and private equity funds), including planning and structuring strategies for funds and in their day-to-day operations, including negotiation of investments in portfolio companies. Ms. Grindon also represents investment advisers on investment, regulatory and compliance issues.

International Business Transactions: Ms. Grindon's experience in the area of international business transactions includes the representation of foreign companies in asset purchases in the U.S. and U.S. companies involved in international joint ventures and asset purchases abroad. She has assisted U.S. companies in Regulation S off-shore offerings, and has advised foreign individuals serving on U.S. boards of directors on U.S. corporate and securities laws.

Publications & Speaking Engagements

• "Developing Topics in Securities Laws" and "Ethical Dilemmas in Preparation and Review of SEC Filings," Drafting Securities Filings 2011, Practicing Law Institute (PLI), Chicago, Illinois, November 2011
• "SEC Proposed Rules for Investment Adviser Registration," Hedge Fund Regulation and Current Developments Conference, New York, New York, June 8, 2011
• "The Sunroof in the Glass Ceiling - What Some Women Lawyers in Nashville Have Done to Defy the Statistics," Panelist, Nashville Bar Association Law Association for Women, March 22, 2011
• "Preparing For and Responding to SEC's Whistleblower Program," Washington Legal Foundation, March 11, 2011
• "SEC whistleblower rules raise risk for companies, lawyers say," quoted, Thomson Reuters newswire, February 3, 2011
• "Ethical Considerations in Representing Corporations and Other Business Entities in Tennessee," Women's Initiative presentation, December 2010
• "Ethics for Attorneys Appearing and Practicing Before the SEC" and "Recent Developments in Securities Filings," Securities Filings 2010, Practising Law Institute (PLI) Chicago, Illinois, October 2010
• "Lead Directors: A controversial corporate asset," Southeastern Chapter of Corporate Secretaries and Governance Professionals, Atlanta, Georgia, May 5, 2010
• "SEC Amends Rules on Proxy Disclosure, Corporate Governance and Executive Compensation," The National Law Review, January 6, 2010
• "Advantages and Disadvantages of Going Public" and "Regulating Ethics: A Review of Recent SEC Enforcement Actions Against Attorneys," Securities Filings 2009 (Practising Law Institute, Chicago) - October 2009
• "Duties and Liabilities – What All Directors Need to Know (Updates on Delaware Law)," National Association of Corporate Directors, Atlanta, Georgia, September 2009
• "SEC Rule 205 Allows States Leeway to Conflict," All-Star Briefing Volume 6, Issue 43 (Practising Law Institute) - November 2008
• "Advantages and Disadvantages of Going Public" and "SEC Rule 144 and Rule 205," Securities Filings 2008 (Practising Law Institute, Chicago) - October 2008  
• "Fiduciary Duties of Investment Advisors," Mid-South Hedge Fund Association, Nashville, September 2008
• "A Primer on Mergers & Acquisitions," Tennessee Bar Association CLE, April 25, 2008
• "Third Party Closing Opinions – Words Can Hurt You," General Counsel Institute, April 8, 2008
• "Drafting and Negotiating Acquisition and Merger Agreements," National Business Institute CLE, March 27, 2008
• Author – "When a Million Dollars Just Isn't Enough," Financier Worldwide, December 17, 2007
• Author – "SEC Eyes Private Fund Investing Rules That Will Rule Out Some Millionaires," Nashville Business Journal, November 16, 2007
• "Legal Opinions in Business Transactions," Tennessee Bar Association CLE, May 10, 2006
• "Fundamentals of Being a Good Lawyer," Nashville Bar Association CLE, November 15, 2005
• "Ethical Considerations in Representing Corporations and Other Business Entities," Tennessee Bar Association CLE, March 29, 2005

Recent Public Company and Corporate Finance Matters

• Represented oil and gas company in $100 million senior secured credit facility.
• Represented alternative energy distributor in $140 million senior secured credit facility.
• Represented real estate syndication company in $40 million equity private placement.
• Represented public client in hostile take-over by other public company. Worked with board of directors when initial bid was $21/share. Thwarted take-over attempt and auctioned client under Revlon, with final sale price of $45/share.
• Represented company in $65 million public tender offer for its outstanding debt.
• Took two public companies private by a reclassification of common stock into different classes of equity.
• Represented oil and gas company issuer in the sale of $20 million private placement of equity securities to a private equity fund.
• Represented public company in $120 million debt exchange offer for new debt and equity.
• Represented third party offeror in tender offer for equity securities of a public company.
• Managed $100 million public debt (shelf) offering for NYSE public company.
• Represented largest selling shareholder in IPO participation through its piggy-back registration rights.
• Managed and coordinated all 1934 Act compliance work for a company with public debt that also served as general partner of 22 limited partnerships, 11 of which were public with registered equity securities.
• Represent numerous private funds in connection with securities compliance with public companies in their portfolios (e.g., Section 16 filings and Williams Act filings).

Recent M&A/Investment Transactions

• Represented an internet company in the sale of all of its assets to a public company.
• Represented oil and gas company (as the seller) in an $89 million sale of substantially all of its assets.
• Represented restaurant company in sale of all of its assets.
• Represented barge company in acquisition of another barge company for $375 million.
• Represented healthcare company issuer in contentious sale between a buyer and the largest stockholder of the company for $375 million.
• Represented healthcare company issuer in contentious sale between a buyer and the largest stockholder of the company whereby the stockholder sold all of its debt and equity holdings in the company to buyer.
• Represented client in an extensive reorganization which involved dissolution/consolidation of parent and all subsidiaries, conversion of substantially all of its debt into equity, conversion of all preferred equity into common equity and conversion from a corporation into a limited liability company.
• Represented client in spin-off of a large portion of its assets into limited partnerships and equity raise by limited partnerships to fund purchase of the assets.
• Represented private seller in a merger with and into a publicly traded (NYSE) company.
• Represented client in a Delaware squeeze-out merger.

Professional Honors & Activities

• Recipient – Nashville Business Journal's Women of Influence Award (2010)
• Law360's Top 10 Corporate Finance Attorneys in the United States under 40 (2010)
• Nashville Chamber of Commerce Emerging Leader Award - Legal Services (2009)
• Nashville Business Journal's Forty Under 40 Recipient (2009)
• Named to Best Lawyers in America® in the areas of Corporate Law and Mergers and Acquisitions Law since 2008
• Listed in Mid-South Super Lawyers as a Rising Star (2008, 2010)
• AV® Preeminent™ Peer Review Rated by Martindale-Hubbell
• Fellow – Nashville Bar Foundation
• Member – Nashville Bar Association (former Secretary of board; past President, Secretary and board member of the Young Lawyers Division), Tennessee Bar Association, Washington, D.C. Bar Association, Maryland Bar Association and American Bar Association (Business Law Section)
• President – Nashville Bar Association Pro Bono Program
• Member – Tennessee Bar Association Leadership Law Program (2005)
• President – Nashville Humane Association (has served on the Board of Directors and Executive Committee since 2001)
• Recipient – Baltimore Bar Association Pro Bono Attorney Award (1998)
• Recipient – Baker Donelson Nashville Pro Bono Attorney of the Year (2008)
• Guest Lecturer – George Washington University Law School
• Advisory Board – George Washington University Law School (CLEAF Program)

Admissions

• Washington, D.C., 2000
• Tennessee, 1999
• Maryland, 1997

Education

• George Washington University, J.D., 1997, with honors
• George Washington University, M.A. in International Affairs, 1997
• Vanderbilt University, B.A., 1992, cum laude