Dean C.Bachus

Partner

Chicago + 1.312.269.4220

For more than a decade, Dean Bachus has focused his practice on executive compensation, benefits, and ERISA transactional matters. His experience covers tax planning and structuring compensation and benefit arrangements in domestic and international business acquisitions and dispositions. He also advises clients in connection with all compensation and employee benefit-related aspects of corporate transactions, reorganizations, financing arrangements, and public offerings, including negotiating, reviewing, and drafting transactional documents, supervising due diligence, and identifying issues arising under, and assisting in complying with, the Internal Revenue Code, ERISA, applicable labor laws, federal securities laws, and applicable exchange regulations.

Dean's practice includes designing, negotiating, and drafting equity-based compensation plans (including stock option, restricted stock, and phantom equity arrangements); cash bonus plans; employment, consulting, termination, severance, and change-in-control contracts; and restrictive covenant agreements, including noncompetition, nonsolicitation, and confidentiality arrangements.

Dean also advises clients on the structure, implementation, and administration of nonqualified employee compensation plans, programs, and arrangements, including the associated ERISA, federal tax, and securities implications. He also provides counsel to management teams and boards of directors on executive compensation and change-in-control arrangements in connection with corporate transactions and reorganizations and consults with shareholders, senior executives, and boards of directors on transactional strategies.

Dean has represented major private equity funds and publicly traded companies in hundreds of acquisitions and dispositions, focusing on benefit and compensation issues that arise in such transactions, as well as the design and maintenance of incentive programs and facilitating management turnover.

Experience

  • Grindr sold to San Vicente Acquisition LLC for $608 millionJones Day advised Grindr in its $608 million sale by Beijing Kunlun Tech Co Ltd of substantially all of the equity interests in Grindr Inc. to San Vicente Acquisition LLC.
  • JTC acquires NES Financial for up to $116 millionJones Day advised JTC PLC in the acquisition of NES Financial, a technology-enabled provider of specialist fund administration and treasury services recognized on the San Francisco Business Times top Bay Area fintech list, for up to $116 million.
  • NVIDIA acquires Mellanox Technologies for approximately $7 billionJones Day advised NVIDIA Corporation in its acquisition of Mellanox Technologies, Ltd., an Israel-based leading supplier of end-to-end InfiniBand and Ethernet interconnect solutions and services for servers and storage.
  • Synaptics divests LCD TDDI business to Hua Capital for $139.4 millionJones Day advised Synaptics Incorporated in its $139.4 million divestiture of its Asia-based mobile LCD TDDI Business to an affiliate of Hua Capital.
  • Benitec Biopharma redomiciled to U.S.Jones Day advised Benitec Biopharma Limited (ASX and NASDAQ listed) ("Benitec Australia") in its redomiciliation from Australia to the U.S. pursuant to a statutory scheme of arrangement under Australian law (the "Scheme").
  • Five9 acquires Virtual Observer, formerly known as CSIJones Day advised Five9, Inc. in its acquisition of Virtual Observer, formerly known as CSI, an innovative provider of cloud-based Workforce Optimization (WFO), also known as Workforce Engagement Management (WEM), solutions.
  • Hitachi Vantara acquires Waterline Data, Inc.Jones Day advised Hitachi Vantara LLC, a wholly owned subsidiary of Hitachi, Ltd., in its acquisition of all of the assets of Waterline Data, Inc., a U.S.-based company that provides intelligent data cataloging solutions for DataOps that help customers more easily gain actionable insights from large datasets and comply with data regulations.
  • Tinubu® Square acquires U.S. company eSURETY®Jones Day advised Tinubu® Square in its acquisition of U.S.-based eSURETY®, a cloud-based specialty software provider, enabling carriers, brokers, and MGAs to securely apply, quote, bond, issue, and support every form of surety as well as offering a powerful direct-to-the-consumer experience on any device from any browser, anywhere in the world.
  • Seal for Life acquires Flame Control Coatings, Highland International, LifeLast, and US CoatingsJones Day advised Arsenal Capital Partners ("ACP") on the four acquisitions by portfolio company Seal for Life of Flame Control Coatings, Highland International, LifeLast, and US Coatings, manufacturers of protective coating technologies.
  • Sumitomo Dainippon Pharma acquires late stage biopharma companies and forms alliance with Roivant Sciences Ltd. worth $3 billionJones Day advised Sumitomo Dainippon Pharma Co., Ltd. ("Sumitomo") in an acquisition of late stage biopharma companies and formation of alliance with Roivant Sciences Ltd.
  • Treau raises capital in Series Seed equity financingJones Day represented Treau, Inc., a seed-stage hardware startup based in San Francisco, California making home heaters and air conditioners that are better for the environment, easier to install, and more pleasant to use, in connection with its Series Seed equity financing.
  • Five9 acquires Whendu's iPaaS platformJones Day advised Five9, Inc., the leading provider of the intelligent cloud contact center, in its acquisition of Whendu’s iPaaS platform, which is designed for the specific needs of the contact center to help accelerate migration to the cloud by making it easier for enterprises to integrate with their existing environment and carry forward customized business processes.
  • SunPower announces sponsored spin-off of solar panel production operationsJones Day is advising SunPower Corporation (NASDAQ: SPWR), one of North America's largest solar-panel makers, in a sponsored spin-off of its solar panel production operations into a new public company – Maxeon Solar Technologies – which will be headquartered in Singapore.
  • Sumitomo Heavy Industries acquires InvertekJones Day advised Sumitomo Heavy Industries, Ltd. in the acquisition of the entire issued share capital of Invertek Drives Ltd.
  • HOERBIGER Group acquires Deublin CompanyJones Day advised HOERBIGER Group, a privately-held industrial company headquartered in Switzerland, on the acquisition of Deublin Company, the leading manufacturer of rotating unions in the world.
  • Hard Rock International acquires JACK Cincinnati Casino and Turfway Park for $745 millionJones Day advised Hard Rock International on the acquisition of JACK Cincinnati Casino, located in downtown Cincinnati, Ohio, together with VICI Properties, Inc., and Turfway Park, located in Florence, Kentucky, for an aggregate purchase price of approximately $745 million in cash.
  • OGE Energy acquires 146 MW combined cycle natural gas-fired power generation facilityJones Day advised Oklahoma Gas and Electric Company, a subsidiary of OGE Energy Corp., in the purchase of a 146 MW combined cycle natural gas-fired power generation facility from Oklahoma Cogeneration, LLC in Oklahoma City, and subsequently renamed it Frontier Power Plant.
  • Baird Capital acquires minority stake in AEGIS Energy RiskJones Day represented Baird Capital in connection with its minority stake investment in AEGIS Energy Risk, the leading fintech and advisory solutions provider for energy derivatives.
  • OGE Energy acquires 360 MW coal-fired generation facilityJones Day advised Oklahoma Gas and Electric Company, a subsidiary of OGE Energy Corp., in the purchase of a 360 MW coal-fired generation facility and associated equipment from AES Shady Point, LLC, now known as River Valley Power Plant.
  • Chevron buys Pasadena Refining System for $350 million from Petrobras America Inc.Jones Day advised Chevron U.S.A. Inc., a wholly-owned subsidiary of Chevron Corporation, in its purchase of all of the equity interests of Pasadena Refining System Inc. ("PRSI") and PRSI Trading, LLC from Petrobras America Inc. for $350 million, subject to adjustments for working capital.
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