Melinda Jayson

I combine practical business and management skills from years of service as a General Counsel with experience as a commercial litigator, arbitrator, and mediator to evaluate and bring...

Experience

I combine practical business and management skills from years of service as a General Counsel with experience as a commercial litigator, arbitrator, and mediator to evaluate and bring disputes to resolution. My extensive experience in negotiation of business agreements, deal structuring, contract analysis and enforcement, financings, litigation management, oversight of outside counsel and management personnel, development of corporate structures, corporate governance issues, and compliance guidelines for organizations provides a unique background in evaluating complex legal issues and fact situations.

Work History

PRINCIPAL – MELINDA G. JAYSON, P.C. (1989-present) Dispute resolution services including serving as the arbitrator or mediator of business disputes and counseling individuals and companies in alternative dispute resolution processes

• Complex transactional, international business, securities, and commercial arbitrator for all major ADR provider organizations and ad hoc • Chairs and authors awards in cases with extensive hearings and totaling over a billion dollars in claims; implements case management protocols to attain efficient resolutions • Counsel to individuals and companies advising on alternative dispute resolution processes in pending disputes and drafting provisions regarding the same • Advises corporate legal departments on alternative dispute resolution issues and processes • Awarded AV Preeminent rating by Martindale-Hubbell

COUNSEL – COX SMITH (2008-2009) Regional law firm engaged in multiple business practices including complex corporate litigation

GENERAL COUNSEL – HALL FINANCIAL GROUP and affiliates (1999-2008) Holding company involved in diverse investments and management of assets

Bore primary decision-making and analytical responsibility over legal issues for a diverse group of privately-held businesses. Supervised contract management, compliance, and enforcement for Company’s varied business lines. Developed and enforced Company’s legal positions during Company’s growth and structured divestiture agreements for re-positioning.

Investments, Acquisitions, and Leasing • Developed legal ownership structure for investments. • Structured and negotiated investment partnerships and credit facilities with third parties. • Structured asset acquisitions and negotiated management agreements in connection therewith during period of Company growth. • Structured divestitures of substantial assets in connection with Company re-positioning. • Structured and supervised agreements with outside management companies. • Negotiated successful outcomes with third parties to divest multi-family real estate properties and to resolve disputed issues in existing purchase agreements.

Commercial Lending and Finance • Handled the negotiations and amendments of certain credit facilities involving multi-state and international assets and laws for Company and affiliates as borrowers; documented loan agreements and analyzed laws for legal opinions in-house; addressed cross-collateralization issues involving affiliates owning assets in varied business lines and various jurisdictions; provided supporting documents and participated in due diligence matters for Company and affiliates. • Served on board of directors, participated in loan review committee meetings, addressed due diligence issues, reviewed or structured loans for mezzanine lending affiliate Hall Structured Finance, Inc. • Addressed default and foreclosure issues. International Business Development • Developed structure for acquisitions and sales of real estate and corporate entities relating to hotel properties, including coordination of ownership structure and tax issues in France and Luxembourg with European counsel and resolution of tax issues for repatriation of investment proceeds. • Structured development and dissolution of an Eastern European affiliate. • Managed legal and business issues for commercial litigation in France and Eastern Europe. Corporate Governance and Statutory Compliance • Structured spin-out of Hall Structured Finance, Inc. and employee participation transactions, including resolution of key tax issues. • Developed legal structures, terms, and corporate governance for approximately 350 entities, implemented and supervised corporate records maintenance procedures, and supervised lending facilities relating to debt. • Oversaw HR practices and legal issues regarding employees in various states and in Europe, including re-writing of guidelines and employee handbooks, supervised compliance with US federal/state hiring requisites, resolved employment issues. • Supervised preparation and filing of SEC filings relating to investments in public companies and exempt offerings by the company to raise funds. • Supervised purchase and management of aircraft in compliance with FAA regulations, and yacht in compliance with applicable international and US laws. Retail and Winery Operations • Supervised legal issues for interstate shipping for winery subsidiary and retail sales expansion. • Coordinated with external consultants the permitting for winery operations and liquor licensing to comply with legal requirements for interstate sales of alcohol. • Supervised and coordinated preparation and negotiation of agreements regarding warehouse facilities, vendors, employees, sales, and agriculture. • Prepared internet sales agreements, contracts, and joint promotion agreements for retail sales of goods on internet and in stores. • Structured agreements for purchase of raw materials, wine manufacture, and sales of finished product. Litigation • Active participation and direction of company’s litigation, including structuring litigation strategy for all uninsured matters, including precedent-setting Emerald Partners v. Berlin. • Supervised outside counsel in litigation proceedings across the country, including bankruptcy proceedings, and litigated tenant disputes and debt collection matters.

PARTNER and ASSOCIATE – AKIN, GUMP, STRAUSS, HAUER & FELD, LLP (1980-1996) Litigator of corporate transactional, general commercial, and securities matters. First chair trial and appellate experience.

Litigation partner concentrating in complex corporate litigation, securities litigation, and arbitration. Acquired extensive legal advisory experience working with holding company clients and investment banks. Collaborated with in-house counsel and coordinated large-scale litigation matters for clients of other offices of the Firm. Published decisions include, among others: Melder v. Morris, 27 F.3rd 1097 (Fifth Cir. 1994); Regent Intern. Hotels Corp. v. Las Colinas Hotels Corp., 704 S.W.2d 101 (Tex. App. – Dallas, 1985, no writ).

Training

Extensive training at AAA/ICDR, ICC, CPR, ICCA, ITA conferences, including, among others: International Council for Commercial Arbitration (“ICCA”) 22nd Biennial Congress “Legitimacy: Myths, Realities, Challenges,” Miami 2014; 29th AAA-ICDR/ICC/ICSID Joint Colloquium, 2012; AAA Neutrals’ Conferences and other in person training, including serving on Faculty, 2012, 2011, 2010, 2009, 2005, 2001, 1998, 1997; ICDR Miami conference 2013 and symposium in advance case management 2012; ITA conferences, 2010-14; ICC New York conferences 2009 and 2012 and Houston conference 2013; CPR annual meetings 2006-14; FINRA arbitrator and chairperson training, 1990s-2000; State Bar of Texas Alternative Dispute Resolution Section continuing education programs; Dallas Bar Association Alternative Dispute Resolution Section programs. Presenter and trainer since mid-1990s at programs sponsored by AAA, State Bar of Texas, Dallas Bar Association, and FINRA.

License(s)

• United States Supreme Court; United States Courts of Appeals, Fifth, Eighth, and Eleventh Circuits; United States District Courts, Northern and Southern Districts of Texas • State Bar of Texas, 1980

Education

• J.D. (with honors), University of Texas School of Law • B.A. (with highest honors), University of Texas at Austin (major: American Studies) • LLM courses, The Straus Institute for Dispute Resolution, Pepperdine University

Publications

’Tips for Improving the Arbitration Process,’ 2020, State Bar of Texas ’What Should Party-Appointed Arbitrators Do When we’re Expected to Select the Chair?’, 2019, CCA regional meeting ’Understanding the Stages of Arbitration and Why Each Stage is Important From a Client’s, Arbitrator’s, and Advocate’s Perspective,’ 2019, Dallas Bar Association ’Understanding the Stages of Arbitration and Why Each Stage is Important From the Party’s, Arbitrator’s, and Advocate’s Perspective,’ 2018, American Arbitration Association ’Canada Readies Itself for a Larger Role as a Seat for International Arbitration,’ 2018, American Bar Association ’The Chartered Institute of Arbitrators and Its Rules and Processes,’ 2017, Dallas Bar Association Understanding the Stages of Arbitration and Why Each is Important From a Client’s, Arbitrator’s, and Advocate’s Perspective,’, 2017, State Bar of Texas ’The Need to Knows: Trends and Lessons for 2017 and Beyond,’ 2017, American Arbitration Association ’Mock Arbitration Panel,’ 2017, State Bar of Texas ’AAA Diversity Roundtable: A Look Into Diversity in the Field of ADR,’ 2016, American Arbitration Association ’Secrets of Success - Arbitration Pre-Hearing & Hearing Best Practices,’ CCA and American Arbitration Association ’Top Techniques for Improving Arbitration Case Management Efficiency Before and During the Hearing,’ 2016 and 2015, American Arbitration Association ’Protocols, Processes, and Protecting the Award,’ 2014, American Arbitration Association The Dispute Resolution Spectrum,’ 2012, Dallas Bar Association ’Thirty Steps to a Better Arbitration,’ 2011 and 2005, American Arbitration Association ’Arbitration Roundtable,’ 2010, 2009, 2007, State Bar of Texas ’Preparation and Presentation of a Case in Arbitration,’ Guest Lecturer for Texas Wesleyan University School of Law. Lecturer and Facilitator at various American Arbitration Association and NASD (n/k/a FINRA) seminars and training programs, 1990s-2000s.

Awards

Super Lawyers under ’Alternative Dispute Resolution’ category, 2019-current. The Best Lawyers in America under ’Arbitration’ category, 2020-current. Texas’ Top Rated Lawyers under ’Alternative Dispute Resolution’ category, 2012-current - ALM. Top Rated Lawyers (nationally) under ’Litigation’ category, 2014-current - ALM. Legal Leaders, ADR and Legal Leaders, Texas - ALM. Women Leaders in the Law, 2020-current. International Bar Association’s Who’s Who Legal: Texas (print edition 2008) under ’Arbitration,’ stating: ’[A] ’very fine practitioner’ in the eyes of her peers. Recognised for her work as both arbitrator and counsel, she was commended across a range of sectors including commercial, health care, corporate and employment matters....’ The Best Lawyers in Dallas under ’Alternative Dispute Resolution/Mediation’ category, 2016, D Magazine. ’In-House Crowd,’ 2005, Texas Lawyer magazine, recognizing the 50 outstanding general counsels of the year. Finalist, Texas General Counsel Forum’s Magna Stella award in the ’Small Legal Department’ category. Various awards from Corporate LiveWire and Acquisition International, various years.

Panels

American Arbitration Association and International Centre for Dispute Resolution (Commercial, Large Complex. M&A, Employment, Joint Venture, Health Care, International, Seafaring, Mediation) International Institute for Conflict Prevention & Resolution (CPR Institute) (Banking, Accounting, and Financial Services; Dallas ADR; Employment Disputes; Franchise; Healthcare; Real Estate; Mediation) American Health Lawyers Association (Arbitration, Mediation) ICC International Court of Arbitration London Court of International Arbitration National Arbitration and Mediation The Forum Dispute Solutions, Inc.

Associations

• Fellow, Chartered Institute of Arbitrators • Fellow, College of Commercial Arbitrators • Member, Advisory Board, Institute for Transnational Arbitration (’ITA’) • Member, American Health Lawyers Association (Dispute Resolution Service Review Board, 2018-21; ADR Program Planning Committee, 2013-17) • Member, Dallas Bar Association • Member, CPR Institute Banking and Financial Services Neutrals Review Committee, 2012-16 • Member, CPR Institute Economical Litigation Agreement Committee, 2010 • Member, SMU Corporate Counsel Symposium Advisory Board, 2007 • Member, United States Council for International Business • Member, State Bar of Texas Alternative Dispute Resolution Section Council, 2012-2015; District 6A Professionalism Enhancement Program Committee, 1997-1999 • Specialty Track Chair, 14th and 15th Annual Spring Conferences of the Dispute Resolution Section of the American Bar Association, 2012 and 2013

Miscellaneous

Neutral Affiliations • Arbitrator and Mediator: American Arbitration Association/International Centre for Dispute Resolution (Commercial, Large Complex, International, Health Care, M&A, Joint Venture, and Mediator panels) • Arbitrator and Mediator: International Institute for Conflict Prevention & Resolution (a/k/a CPR Institute for Dispute Resolution) • Arbitrator and Mediator: American Health Lawyers Association • Arbitrator: ICC Court of Arbitration • Arbitrator: The Forum • Arbitrator: Dispute Solutions, Inc. • Arbitrator and Mediator: FINRA, 1990s-2013 • Mediator: U.S. EEOC 1999-2000, Dallas County, Collin County