Finalist: Business Litigation of the Year
Finalist: M&A Deal of the Year
Dena DeNooyer Stroh and the lawyers who work with her had a really good 2017.
As general counsel of the North Texas Tollway Authority, Stroh won a massive class action lawsuit in which hundreds of millions of dollars were at stake. She also closed on a monumental $2.6 billion bond deal that was the third largest governmental bond transaction of 2017.
“Yeah, it was a pretty big year,” she says. “None of it would have been possible without some excellent lawyers helping me.”
Stroh and those “excellent lawyers” are finalists for two of the most prestigious categories in the 2017 Outstanding Corporate Counsel Awards.
The Association of Corporate Counsel’s DFW Chapter and The Texas Lawbook have named Stroh and lawyers at Locke Lord and Haynes and Boone as finalists for the Business Litigation of the Year Award.
Stroh and lawyers at McCall, Parkhurst & Horton; Mahomes Bolden; and Locke Lord are also finalists for the Outstanding Corporate Counsel Award for M&A Deal of the Year.
The finalists for all categories will be honored – and the winners revealed – on Jan. 25 at the Bush Institute.
Stroh was born in Missouri and is the daughter of an Army brat. Her father was a colonel in the JAG Corp.
“I did not want to be a lawyer growing up. I made up my mind that I was not going to do what my dad did,” she says. “My dad was a litigator who went in-house. So, I, of course, am a litigator who went in-house.”
After receiving a degree in psychology from Yale University, Stroh went to law school at Southern Methodist University, where she graduated in 1999. She clerked for one year for U.S. District Judge Thad Heartfield of the Eastern District of Texas.
Two law firms – Los Angeles-based O’Melveny & Myers and Dallas-based Carrington Coleman – recruited Stroh to join their firms.
“I chose Carrington because it has more women partners and because I loved working for Barbara Lynn,” she says. Lynn was a partner at Carrington and is now the chief judge of the U.S. District Court in the Northern District of Texas.
Stroh practiced at Carrington for nine years and was promoted to partner in 2009. She spent two years at the litigation boutique formerly known as Gruber Hurst. In 2012, Plano-based Murchison Oil & Gas hired Stroh to be its general counsel – a position she held for three years.
NTTA officials came calling in March 2015.
“I had no idea that government work is so fascinating,” she says. “I deal with constitutional law as a regular part of my legal practice. How many lawyers can say that?”
Business Litigation
While Stroh gives the credit to her outside counsel who she says “did the heavy lifting” in both matters, the lawyers at the firms say the client deserves the praise.
“Dena was the quintessential field marshal in the [class action victory],” Locke Lord partner Tom Yoxall wrote in nominating Stroh for the Business Litigation of the Year Award. “Stroh was required to skillfully navigate the political landscape of the NTTA’s Board of Directors, while at the same time directing and managing outside counsel, critical outside consultants (especially expert witnesses), and her staff clients.
“Stroh is the paradigm for how a General Counsel does — and properly should — perform her role in leading a single, coordinated, and well-managed effort to achieve the desired result in a highly complicated and high-risk lawsuit,” Yoxall wrote.
A group of toll road drivers in 2010 filed a proposed class action lawsuit in state court, alleging that the NTTA illegally charged drivers excessive administrative fees when the drivers failed or refused to pay their tolls. The drivers sought hundreds of millions of dollars in damages.
Stroh says NTTA had the case, Reyes v. North Texas Tollway Authority, removed to federal court and then argued that the agency had two legitimate goals in setting the administrative fee policy: offset the costs of collecting tolls from drivers that refused to pay and encourage ZipCash drivers to enroll in the TollTag program to reduce future collection costs.
“Several factors combined to make the Reyes case a unique, complicated, challenging and high-risk matter,” Yoxall said. “The administrative fee policy was the subject of several television and print media stories, which fueled scrutiny and criticism on social media, in the Texas Legislature, and even within the NTTA Board of Directors. Furthermore, there is very little law — in Texas or nationwide — that deals with alleged substantive due process violations based on a toll road entity’s imposition of administrative fees as collection costs.”
A federal judge ruled for NTTA in 2016. The U.S. Court of Appeals for the Fifth Circuit heard oral arguments the first week of May 2017 and then ruled unanimously for the NTTA only two months later.
M&A Deal
While litigation is Stroh’s comfort zone, she says there was a learning curve for her regarding municipal bond issuances. But she learned fast.
In the fall of 2017, the NTTA issued two series of bonds for a combined $2.6 billion, which was the third largest governmental bond transaction in the U.S. for the entire year. The deal, which closed on Nov. 1, allowed NTTA to merge two separate enterprise funds into one integrated system, refund a Transportation Infrastructure Finance and Innovation Act Loan with the U.S. Department of Transportation and terminate a $6 billion toll equity loan commitment from the state of Texas.
In doing so, the NTTA achieved more than $700 million in debt service savings.
“The sheer size of this transaction, the number of parties involved – the distribution list had nearly 100 attorneys and bankers on it – and the complexity of combining two different enterprise funds made this deal unique, complex and challenging,” Stroh says.
“Outside counsel handled the heavy lifting required to close this transaction,” she says.
Stroh says that the lawyers at McCall, Parkhurst & Horton; Mahomes Bolden; and Locke Lord drafted and finalized all documents, worked with NTTA’s financial advisors, negotiated with underwriters and the bond insurer, conducted due diligence and participated in a three-day road show for institutional and retail investors.
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