Ferrell M. Keel

Partner

Dallas + 1.214.969.4851

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Ferrell Keel is a securities and corporate governance lawyer who represents clients in a broad range of complex capital markets transactions, while also helping companies navigate some of the most consequential governance issues facing public companies today. In the last two years alone, Ferrell has led billions of dollars in debt and equity securities offerings, testified before a state and a federal legislature, and shaped the strategy of nationally significant litigation — emerging as a nationally recognized thought leader who is reshaping the intersection of corporate governance, public policy, and capital markets.

Ferrell's governance practice focuses on Securities and Exchange Commission (SEC) rules and regulations, state corporate law, including redomiciliations to Texas, and high-stakes shareholder activism matters. In 2025, Ferrell served as an expert witness before the U.S. House Committee on Financial Services in a hearing on "Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value” and also testified before the Texas State Senate Committee on State Affairs on SB 2337, a first-of-its-kind regulation of proxy advisors. These achievements build on Ferrell's work as the SEC lead on the Jones Day team that represented ExxonMobil in its 2024 lawsuit against shareholder activists — a matter widely regarded as the defining proxy season development of that year.

Ferrell also facilitates annual evaluations for public company boards of directors, addressing governance matters such as risk oversight, effective communication between management and the board, and succession planning.

Experience

  • Exxon Mobil completes sale of 16.6 million shares of ProPetro Holding Corp.Jones Day represented Exxon Mobil Corporation, as selling stockholder, of 16,600,000 shares of Common Stock of ProPetro Holding Corp. pursuant to Rule 144 for an aggregate amount of $276.5 million.
  • Enhabit acquired by Kinderhook IndustriesJones Day advised Enhabit, Inc. (NYSE: EHAB), a leading national home health and hospice provider, in the acquisition of Enhabit by Kinderhook Industries, LLC, a leading middle market private equity fund, in an all-cash transaction for a total enterprise value of approximately $1.1 billion.
  • Underwriters complete $169.3 million Floating Rate Notes offering by Exxon Mobil CorporationJones Day advised the underwriters in connection with Exxon Mobil Corporation's SEC-registered offering of $169.3 million principal amount of Floating Rate Notes due 2076.
  • MPLX completes $1.5 billion public offering of Senior NotesJones Day represented MPLX LP in connection with an SEC-registered offering of $1.5 billion aggregate principal amount of Notes, including $1 billion of 5.300% Senior Notes due 2036 and $500 million of 6.100% Senior Notes due 2056.
  • Underwriters complete $111.9 million Floating Rate Notes offering by Exxon Mobil CorporationJones Day advised the underwriters in connection with Exxon Mobil Corporation's SEC-registered offering of $111.9 million principal amount of Floating Rate Notes due 2075.
  • Cleveland-Cliffs completes $951 million public offering of Common SharesJones Day represented Cleveland-Cliffs Inc. in connection with an underwritten public offering of 75,000,000 of its Common Shares, resulting in net proceeds of $951 million.
  • Cleveland-Cliffs completes $275 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. in connection with its Rule 144A and Regulation S offering of an additional $275 million aggregate principal amount of 7.625% Senior Unsecured Guaranteed Notes due 2034.
  • Cleveland-Cliffs completes $850 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. in connection with its Rule 144A and Regulation S offering of $850 million aggregate principal amount of 7.625% Senior Unsecured Guaranteed Notes due 2034.
  • MPLX completes $4.5 billion public offering of Senior NotesJones Day represented MPLX LP in connection with an SEC-registered offering of $4.5 billion aggregate principal amount of Notes, including $1.25 billion of 4.800% Senior Notes due 2031, $750 million of 5.000% Senior Notes due 2033, $1.5 billion of 5.400% Senior Notes due 2035, and $1 billion of 6.200% Senior Notes due 2055.
  • Newell Brands completes $1.25 billion Senior Notes offeringJones Day represented Newell Brands Inc. (NASDAQ: NWL) in connection with a Rule 144A and Regulation S offering of $1.25 billion aggregate principal amount of 8.500% Senior Notes due 2028.
  • Underwriters complete $192.8 million Floating Rate Notes offering by Exxon Mobil CorporationJones Day represented the underwriters in connection with Exxon Mobil Corporation's SEC-registered offering of $192.8 million principal amount of Floating Rate Notes due 2075.
  • MPLX completes $2 billion public offering of Senior NotesJones Day represented MPLX LP in connection with its SEC-registered offering of $2 billion aggregate principal amount of Notes, including $1 billion of 5.400% Senior Notes due 2035 and $1 billion of 5.950% Senior Notes due 2055.
  • Marathon Petroleum completes $2 billion Senior Notes offeringJones Day represented Marathon Petroleum Corporation in connection with a SEC-registered offering of $2 billion aggregate principal amount of Notes, consisting of $1.1 billion of 5.150% Senior Notes due 2030 and $900 million of 5.700% Senior Notes due 2035.
  • Cleveland-Cliffs completes $850 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc., the largest flat-rolled steel producer and manufacturer of iron ore pellets in North America, in connection with its Rule 144A and Regulation S offering of $850 million aggregate principal amount of 7.500% Senior Unsecured Guaranteed Notes due 2031.
  • Jones Day advises Catalent's Board of Directors in merger with Novo HoldingsJones Day advised the Board of Directors of Catalent, Inc. in the $16.5 billion merger of Catalent with Novo Holdings.
  • Newell Brands completes $1.25 billion public offering of Senior NotesJones Day represented Newell Brands Inc. in connection with a public offering of $1.25 billion of Notes, consisting of $750 million aggregate principal amount of 6.375% Senior Notes due 2030 and $500 million aggregate principal amount of 6.625% Senior Notes due 2032.
  • Coronado Global Resources completes $400 million Senior Secured Notes offeringJones Day advised Coronado Global Resources Inc. (ASX: CRN) (“Coronado”), a global producer, marketer, and exporter of a full range of metallurgical coal products, in connection with an offering by one of its wholly-owned subsidiaries of US$400 million aggregate principal amount of 9.250% Senior Secured Notes due 2029 in a Rule 144A and Regulation S offering.
  • Diversified multinational company establishes $12 billion commercial paper facilityJones Day represented a diversified multinational company in connection with the establishment of a $12 billion commercial paper facility.
  • Business Roundtable urges court to vacate SEC's climate disclosure ruleJones Day represented Business Roundtable in filing an amicus brief in the U.S. Court of Appeals for the Eight Circuit challenging the Securities and Exchange Commission's (SEC) climate disclosure rule.
  • MPLX completes $1.65 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $1.65 billion aggregate principal amount of 5.500% Senior Notes due 2034.
    • View All

    January 15 - December 15, 2025 Firm Hosted

    2026 Public Company Speaker Series

    June 2026 Alert

    Shareholder Proposal Litigation Increases Following the SEC's Revised Rule 14a-8 Process

    May 2026 Commentary

    Public Market Access With Less Friction: SEC Proposes Reforms to Registered Offering Process and Filer-Status Thresholds

    May 27, 2026 Trending Now in ESG

    ExxonMobil is Headed Home

    May 2026 Commentary

    How Investors Are Adapting to the SEC's Deregulatory Agenda, and What to Do About It

    May 2026 Commentary

    SEC Proposes Optional Semiannual Reporting

    May 2026 Commentary

    Recent Shareholder Proposal Litigation Underscores the Need for Shareholder Proposal Reform

    March 2026 Alert

    Federal Court Upholds Texas’s Stock Ownership Threshold for Shareholder Derivative Claims

    February 2026 Alert

    SEC Outlines 2026 Disclosure Reform Priorities

    February 2026 Alert

    Federal Court Finds Texas Energy Anti-Boycott Statute Unconstitutional
    View All

    January 15 - December 15, 2025 Firm Hosted

    2026 Public Company Speaker Series

    January 23 - December 11, 2025 Firm Hosted

    2025 Public Company Speaker Series

    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    Additional Speaking Engagements

    • February 17, 2026
      Shareholder Engagement: Responsiveness and Responsibility, moderator, Texas A&M 2nd Annual Corporate Law Symposium
    • January 13, 2026
      Proxy Season Preview: Navigating Unchartered Territory, Dallas Bar Association
    • December 11, 2025
      Shifting Governance Paradigm: Battle of the States, Georgia Bar Association
    • September 10, 2025
      Congressional Testimony to the U.S. House Committee on Financial Services at a Hearing entitled "Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value"
    • April 24, 2025
      Congressional Testimony to the Texas State Senate Committee on State Affairs on S.B. 2337 and the undue influence of proxy advisors
    • March 4, 2025
      Roundtable discussion on "Environmental Disclosure Requirements" by the D.C. Bar's Environment, Energy & Natural Resources Community
    • January 8, 2024
      The Art of Effectively Serving the Board: Norms and Best Practices, Dallas Bar Association
    • October 3, 2023
      Breaking Up is Hard to Do: How to Navigate an Evolving Board of Directors, Texas General Counsel Forum

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