© 2017 The Texas Lawbook.
By Mark Curriden
(July 6) – Jeff Walker was working late in his Addison office in 1999, listening to the fireworks of Kaboomtown as he searched volumes of Virginia Administrative Code.
As general counsel of Phones For All, Walker needed to find a way for his company to offer phone service to residents in Virginia. The problem was the amount Phones For All charged exceeded the price caps for regulated telecom service.
“It allowed us to enter the Virginia market, which none of our competitors had figured out a way to do, and it proved to be very financially successful for us,” he says.
During the 18 years since, Walker has handled high-profile corporate legal positions at RadioShack, Energy Future Holdings, The Bombay Company and VarTec Telecom. Business leaders who work with him say that Walker has successfully developed a reputation as a problem-solver.
At the same time, he has demonstrated his ability to enforce corporate compliance standards and ethics policies, even when it comes to superiors and major investors.
Three weeks ago, Masergy Communications recognized these qualities when it named Walker, a transactional lawyer with a specialty in securities and corporate governance, as the company’s first-ever general counsel.
Walker is tasked with creating and developing an in-house legal department for Masergy, a Plano-based firm that provides software-defined solutions – including cyber security and cloud communications – to businesses with global telecom networks, including several major law firms. Masergy is a subsidiary of the Boston-based private equity firm Berkshire Partners and has customers in 75 countries.
“Right now, I am just learning the business and how I can support the business,” Walker said in an interview with The Texas Lawbook. “I am starting to evaluate the legal needs of the business, defining our compliance and legal issues, and then I will determine needs for outside counsel.”
Born and raised in Shreveport, Walker studied business in college at LSU and received his law degree from Baylor University in 1994. His parents operated a residential real estate firm and his mother also taught school.
In 1996, Addison-based Phones For All hired Walker to handle its regulatory matters and later promoted him to general counsel.
Dallas-based eMeritus Communications hired Walker in 2000 to handle its legal and regulatory matters.
Walker had been on the job for just a few months when a lawyer representing the company’s principal financial funder and shareholder stormed into his office unannounced.
“I had never met the man, but he told me that we are having a meeting in my conference room and my attendance was required,” he said.
The lawyer said that his client was unhappy with how the company was doing and he had fired the president and reconstituted the board of directors.
“There was a lot of pounding on the table, but I told him that he must produce the proper paperwork [in order to fire executives and the board],” Walker said. “I provided him a copy of the company’s bylaws. The next day, he provided the proper resolutions consistent with the bylaws.”
Between 2004 and 2012, Walker served as assistant GC at retailers RadioShack and The Bombay Company.
He served as lead in-house counsel on a $325 million debt offering, a $450 million asset-based credit facility and a $306 million bond redemption. He also managed corporate governance matters for more than 20 subsidiaries at RadioShack.
In 2012, Energy Futures Holdings then-General Counsel Stacey Dore hired Walker to be the financially troubled company’s associate general counsel and corporate secretary.
Walker oversaw all legal issues regarding labor and employment, compensation and benefits, ethics and compliance and corporate security. He served as the primary adviser to EFH’s 16-member board on corporate governance.
And, of course, there was that pesky $45 billion bankruptcy and restructuring of EFH, the largest power company in Texas, including its efforts to sell Oncor to NextEra Energy for $18.4 billion.
“Jeff helped guide our board of directors through three years of extremely tough sledding,” said current EFH General Counsel Andy Wright. “Jeff was a real rock through it all.
“In addition, Jeff is a really good lawyer,” Wright said.
Walker planned and coordinated more than 325 EFH corporate board and committee meetings. He implemented an electronic portal to securely deliver important documents to board members. He helped identify conflicts of interests among board members, which he notes were among some of the most successful business leaders and private equity executives in the U.S.
“Most people do not realize just how much work goes into a board meeting, and we had an insane number of board meetings leading into the bankruptcy and during the bankruptcy,” said Vistra Energy Associate General Counsel Dan Kelly, who worked with Walker at EFH.
“Jeff is a huge proponent of lawyers doing pro bono and giving back to the community,” Kelly said. “He is someone of extraordinarily high character.”
In addition, Walker assumed the leadership role overseeing security for EFH, including the hiring of 160 officers guarding the company’s power plants, mining operations and the main headquarters in downtown Dallas.
“There was never a dull moment at EFH,” he said. “There were many, many long days and nights.”
For four years and four months, Walker worked at a frenzied pace.
When a federal bankruptcy judge approved the restructuring plan to split EFH in half – TXU and Luminant became Vistra Energy and Oncor stayed – for now – with EFH creditors – Walker stepped away for some much needed personal time with his wife and three children.
The Walker family took a month-long vacation to Australia and New Zealand, where they hiked part of the Milford Track, saw blooming lupins at Lake Tekapo, kayaked from Hahei to Cathedral Cove and climbed the Sydney Harbor Bridge. They celebrated New Years Eve experiencing a performance of La Bohème at the Sydney Opera House.
“We visited Hot Water Beach, where geo-thermal hot springs cause hot water to bubble up through the sand,” he said. “You can actually dig holes in the sand and create your own hot tub.”
(Editor’s note: See some of the photos Walker took during his vacation at the end of this article.)
When Masergy created a full-time general counsel position, Walker felt the position was perfect because of his past experience in telecom.
Once he has a full grasp of the company and its legal needs, Walker said he will start the process of identifying outside counsel that best address those needs.
“The relationship with outside counsel is critically important,” he said. “I want lawyers who know our business and can help identify the legal issues we need to address.”
Walker said he has done some alternative fee agreements with outside counsel, but he said many have “carve out provisions” that essentially “void the whole idea of a flat fee and eliminate the predictability.”
“I look for value,” he said. “I’ve seen value where the billable hour is high but the rate was worth it because of the value that the legal work brought to the business.”
Walker said an issue critically important to him is cybersecurity.
“I want to know if the information we entrust to our lawyers is safe and secure,” he said. “Recent data breaches make GCs like me wonder if our information is secure. Cybersecurity is very, very significant to me.”
© 2017 The Texas Lawbook. Content of The Texas Lawbook is controlled and protected by specific licensing agreements with our subscribers and under federal copyright laws. Any distribution of this content without the consent of The Texas Lawbook is prohibited.
If you see any inaccuracy in any article in The Texas Lawbook, please contact us. Our goal is content that is 100% true and accurate. Thank you.
