Victor S.Chang


Washington + 1.202.879.3778

Victor Chang is an ERISA and tax attorney with more than 15 years of experience counseling employers on complex employee benefits matters and representing tax-exempt organizations on regulatory, transactional, and governance issues.

Victor advises both for-profit and nonprofit/governmental employers on a wide range of benefits and compensation matters, including welfare and retirement plan design, implementing voluntary compliance program corrections, resolving IRS and Department of Labor audits, counseling plan committees on fiduciary matters, managing payroll and employment tax issues, and handling a variety of benefits issues that arise in corporate acquisitions, dispositions, and restructurings. His tax-exempt organizations practice focuses in particular on private charitable foundations. He provides tax and legal advice to a number of the country's largest private family foundations as well as the corporate foundations of several Fortune 500 companies.

Victor is a frequent speaker and a published author on employee benefits and tax-exempt organization topics ranging from qualified retirement plan compliance requirements to corporate charitable giving strategies.


  • Asbury Automotive Group to acquire Larry H. Miller Dealerships and Total Care Auto for $3.2 billionJones Day is advising Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., in its acquisition of Larry H. Miller Dealerships, and Total Care Auto, Powered by Landcar for $3.2 billion.
  • Blue Investments for Nature secures section 501(c)(3) tax-exempt status for its cutting edge work to support sustainable management of land and ocean areas of coastal and island nationsBlue Investments for Nature relied on Jones Day to secure section 501(c)(3) tax-exempt status from the IRS.
  • Cleveland-Cliffs acquires AK Steel in $1.1 billion stock swapJones Day advised Cleveland-Cliffs Inc. (NYSE: CLF) in its merger with AK Steel Holding Corporation (NYSE: AKS) pursuant to which Cliffs acquired all of the issued and outstanding shares of AK Steel common stock.
  • The Nature Conservancy seeks advice relating to impact investment ventures in pursuit of its environmental conservation missionJones Day is advising The Nature Conservancy as it evaluates how it can use capital and its scientific expertise to support start-up businesses with promising ideas for advancing conservation while complying with its requirements as a section 501(c)(3) organization.
  • M&G debtors confirm chapter 11 plan of liquidation and close sale of Corpus Christi plant for $1 billionOn December 17, 2018, the United States Bankruptcy Court for the District of Delaware entered an order confirming the Third Amended Plan of Liquidation (the "Plan") of Jones Day client M&G USA Corporation and eight of its affiliates (the "M&G Debtors"), which prior to the chapter 11 filing, were, along with their affiliates in Mexico, Brazil and Europe, one of the largest producers of polyethylene terephthalate resin – used for packaging applications – in the world. On December 28, 2018, after receiving antitrust approval, the M&G Debtors closed the sale of their partially constructed manufacturing facility in Corpus Christi, Texas, (the "Corpus Christi Plant") with a deal value in excess of $1 billion.
  • PAG invests in Key Safety Systems to finance acquisition of global assets of Takata CorporationJones Day represented PAG Asia Capital Ltd. and PAG Asia II LP in connection with its investment in Key Safety Systems, a subsidiary of China-based Ningbo Joyson Electronic Corporation, to finance the acquisition of substantially all of the global assets of Takata Corporation out of bankruptcy in the U.S. and Japan and certain non-bankruptcy transactions elsewhere in the world.
  • GE sells industrial solutions business to ABB for $2.6 billionJones Day advised General Electric Co. with respect to labor, employment, and employee benefits matters in connection with the sale of GE's industrial solutions business to Switzerland-based ABB for $2.6 billion.
  • The following represents experience acquired prior to joining Jones Day.

    Advised on the successful termination of several qualified retirement plans, including PBGC insured pension plans, sponsored by a closely held business conglomerate.

    Negotiated an 80 percent reduction to a Department of Labor civil penalty assessment on behalf of an employer in a case before the DOL's Office of Administrative Law Judge.

    Provided legal counsel and obtained IRS private letter rulings in connection with the divisions and mergers of several private foundations and related charities.

    Obtained IRS approval for a community development joint venture between a charitable organization sponsored by a multinational corporation and a real estate development firm.

    Counseled a major public utilities company on the design of its employee charitable giving program and corporate foundation-sponsored matching gift policy.

    Additional Publications

    Publications Prior to Jones Day

    April 6, 2016
    Deploying Company Foundations in Battle for Tech Talent, The Tax Executive

    Speaking Engagements

    • October 18, 2019
      When Benefits Programs Go Wrong, Jones Day 2019 Executive Compensation and Benefits Symposium
    • October 6, 2017
      Litigation Update, Jones Day 2017 Critical Updates in Executive Compensation and Benefits Symposium
    • October 6, 2017
      Employee Benefit Counseling Updates, Jones Day 2017 Critical Updates in Executive Compensation and Benefits Symposium

    Speaking Engagements Prior to Jones Day

    October 2015
    Legal Essentials for Private Foundations, Exponent Philanthropy

    September 2015
    Practical Advice for Submitting an Application for Tax-Exempt Status, DC Bar Tax Section

    June 2015
    Understanding Form 990 for True Nonprofit Transparency, Knowledge Group Webcast

    May 2015
    Fundamentals of Charitable Contribution Deductions, ABA Tax Section

    February 2015
    Underutilized Corporate Charitable Giving Techniques, Tax Executives Institute

    December 2011
    Estate Planning with Qualified Retirement Plan Assets, DC Bar Tax Section