Todd J. Thorson

Partner

Dallas
T +1.214.210.1222
F +1.214.210.1201

Overview

Drawing from nearly two decades of experience practicing corporate law, Todd Thorson works with both private and public companies to advise on transactions and other non-litigation matters, and regularly serves as lead counsel in change-in-control (buy-side and sell-side) transactions. He works closely with company boards and senior management to provide systemic support on corporate governance initiatives, including fiduciary duty guidance, related party/interested director transactions, and regulatory compliance. Notably, Todd counsels clients on corporate crisis matters, providing support and advice regarding events that threaten the organization as a whole, such as shareholder activism defense and responding to negative social media events.

Todd also devotes a portion of his practice to working with multigenerational, family-owned businesses with respect to transformational events such as mergers, acquisitions, integrations and founder divestitures. He prioritizes developing a comprehensive understanding of the clients' personal and business goals, and guides them through the transactional nuances and processes accordingly.

Select Experience

  • Represents a leading private investment firm with over $110 billion of assets under management in connection with a broad array of commercial transactions and corporate governance/compliance matters.
  • Represents a global finance and investment organization with over $30 billion under management in connection with multiple commercial transactions.
  • Represented a public furniture and electronics rent-to-own company in connection with its contemplated $1.3 billion sale of the company. Sale was ultimately terminated, resulting in the client receiving a $92.5 million reverse termination fee.
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Experience

  • Represents a leading private investment firm with over $110 billion of assets under management in connection with a broad array of commercial transactions and corporate governance/compliance matters.
  • Represents a global finance and investment organization with over $30 billion under management in connection with multiple commercial transactions.
  • Represented a public furniture and electronics rent-to-own company in connection with its contemplated $1.3 billion sale of the company. Sale was ultimately terminated, resulting in the client receiving a $92.5 million reverse termination fee.
  • Represented a public furniture and electronics rent-to-own company in the acquisition of substantially all of the assets of a nationwide provider of virtual rent-to-own services.
  • Represented Fortune 50 industrial company with multiple subsidiary reorganizations.
  • Represented large national retailer in negotiation of equity and non-equity compensation arrangements for executive officers.
  • Represented agricultural equipment company in its sale of 11 John Deere dealerships located in South Texas.
  • Represented client in $725 million merger transaction involving sale of a nationwide transportation company.
  • Represented client in sale of $1.6 billion marketing services operation to strategic purchaser.
  • Represented client in $250 million merger transaction involving the sale of a physician staffing company.
  • Represented client in sale of $49 million physician staffing company to strategic purchaser.
  • Represented major department store chain in underwritten public debt offering of $350 million of Senior Notes.
  • Represented Texas-based oil and gas development and production company in underwritten public debt offering of $350 million of Senior Subordinated Notes.
  • Represented Texas-based retailer in private placement of $1.3 billion of Senior Notes, Senior Subordinated Notes and Subordinated Discount Notes.
  • Represented pension fund fiduciary in underwritten secondary public offering of $475 million in common stock of a global technology services company.
  • Represented major department store chain in the repurchase of approximately $2 billion of common stock through an accelerated share repurchase program.
  • Represent public company retailer in connection with all aspects of proxy contest, shareholder activism and possible hostile takeover.

Recognitions and Memberships

Memberships

  • State Bar of Texas
  • Dallas Bar Association

Community

  • National Hispanic Institute: Outside Legal Counsel

Pro Bono

  • Serves as primary outside counsel to the National Hispanic Institute, advising the board of trustees and senior management on corporate governance, transactional matters, and extraordinary organizational events and matters.

Military Service

  • United States Marine Corps (1992 to 1998)

Admissions

  • Texas

Education

  • J.D., Southern Methodist University Dedman School of Law, 2002, cum laude; Dean's List; Order of the Coif
  • B.A., University of North Texas, 1996