Marcia C.Kelson


Pittsburgh + 1.412.394.9563

Marcia Kelson focuses on complex benefit and compensation matters, including those arising in connection with corporate acquisitions, dispositions, mergers, pension de-risking, and employee stock ownership plans (ESOPs). With 20 years of experience, she has counseled hundreds of plan sponsors, fiduciaries, and administrators on legal issues pertinent to employee benefit plans and the entities that maintain them. This includes advising public, private, and nonprofit clients with respect to the structuring, drafting, and administration of qualified and nonqualified retirement plans, equity-based compensation, and other similar plans and programs. In addition, Marcia regularly drafts and negotiates employment, severance, retention, and change of control agreements.

Marcia has worked with clients in a wide range of industries, including insurance, food packaging, food/snacks, medical technology, communications infrastructure, energy, data center services, publishing, agricultural, granite, and retail pharmacy. She also advises private equity funds in acquiring companies and implementing equity incentive arrangements across their platform companies.

Furthermore, Marcia counsels clients on minimization of fiduciary liability, including counseling boards and compensation committees on implementation of proper plan governance practices. She has significant experience representing plan sponsors and fiduciaries in connection with Department of Labor (DOL) and Internal Revenue Service (IRS) filings, reviews, and investigations.

Marcia is a member of the Women's Committee of the Carnegie Museum of Art and is a graduate of Leadership Pittsburgh XXXI. She is also a member of the National Center for Employee Ownership (NCEO).


  • Evoqua to merge with Xylem in $7.5 billion all-stock transactionJones Day is advising Evoqua Water Technologies Corp. (NYSE: AQUA) in its $7.5 billion stock-for-stock merger with Xylem Inc. (NYSE: XYL).
  • Archaea Energy acquired by bp for approximately $4.1 billionJones Day represented the management team and co-founders of Archaea Energy Inc., an industry-leading renewable natural gas ("RNG") company, in connection with Archaea’s acquisition by bp plc.
  • American Pacific Group acquires Media One Digital Imaging, LLCJones Day advised American Pacific Group in the acquisition and financing of Media One Digital Imaging, LLC, a full-service integrator and distributor of digital textile printing solutions.
  • LUX Global Label sells company to Multi-Color CorporationJones Day advised LUX Global Label, a leading manufacturer of pressure sensitive labels, shrink sleeves, and security solutions, in its sale to Multi-Color Corporation.
  • UPL sells stake in Advanta Enterprises to KKRJones Day advised UPL Limited in its $300 million sale of a 13.33% stake in its subsidiary, Advanta Enterprises Limited, to KKR.
  • NioCorp to combine with GX Acquisition Corp. IIJones Day is advising NioCorp Developments Ltd. (TSX: NB; OTCQX: NIOBF) in its business combination with GX Acquisition Corp. II (Nasdaq: GXII), a publicly-traded special purpose acquisition corporation.
  • PNC Bank leads syndicate of lenders on Enerpac’s $600 million senior secured syndicated credit facilityJones Day represented PNC Bank, National Association as administrative agent, in connection with a $600 million senior secured syndicated credit facility, comprised of a $400 million revolving credit facility and a $200 million term loan, to Enerpac Tool Group Corp. and certain of its affiliates.
  • American Pacific Group acquires Concisys, Inc.Jones Day advised American Pacific Group, a San Francisco Bay Area-based private equity firm, in the acquisition of Concisys, Inc., a Southern California leader in surface mount technology electronic manufacturing services.
  • Labcorp to spin off Clinical Development businessJones Day is advising Labcorp (NYSE: LH), a leading global life sciences company, in its consideration of whether to pursue a spin-off of its Clinical Development business to its shareholders through a tax-free transaction.
  • Signature Aviation sells TAC Air FBOs to Atlantic AviationJones Day advised Signature Aviation in its divestiture of three TAC Air fixed base operations at Omaha, Nebraska (OMA); Raleigh-Durham, North Carolina (RDU); and Hartford, Connecticut (BDL) to Atlantic Aviation.
  • FEI partners with Nationwide Marketing GroupJones Day advised FEI Group in its strategic partnership and merger with Nationwide Marketing Group, the independent retail channel’s largest buying, marketing and business support organization, supporting more than 5,000 independently owned businesses across North America.
  • PNC Bank leads syndicate of lenders on amendment, restatement, and increase of existing syndicated senior secured credit facility for ICF International, Inc.; ICF Consulting Group, Inc.; and certain of their affiliatesJones Day represented PNC Bank, National Association, as administrative agent, in connection with the amendment, restatement, and increase of an existing syndicated senior secured revolving credit, term loan, and delayed draw term loan facility for ICF International, Inc., ICF Consulting Group, Inc., and certain of their affiliates.
  • Signature Aviation acquires 14 TAC Air locations Jones Day advised Signature Aviation in the acquisition of the TAC Air business of The Arnold Companies.
  • J.F. Lehman portfolio company acquires InlinerJones Day advised long-standing client J.F. Lehman & Company, a leading mid-market private equity firm focused on the defense, aerospace, and maritime sections, in connection with the acquisition by portfolio company Inland Pipe Rehabilitation of Inliner, a leading, vertically integrated provider of trenchless pipe rehabilitation solutions addressing wastewater and storm water infrastructure, from Granite Construction Incorporated.
  • LendingTree invests in EarnUpJones Day advised LendingTree, Inc. in the $31 million Series C financing round of EarnUp, a San Francisco-based Fintech company offering payment and data solutions for the mortgage industry.
  • DigitalBridge’s DataBank acquires Houston-area data centers from CyrusOneJones Day advised DigitalBridge Group Inc.’s DataBank subsidiary in the $670 million acquisition of four existing data centers in the Houston, TX metro area from CyrusOne.
  • PNC Bank amends and extends its existing $110 million syndicated senior secured revolving credit facility for large construction companyJones Day represented PNC Bank, National Association, as administrative agent, in connection with an amendment and extension of its existing $110 million syndicated senior secured revolving credit facility for a large construction company.
  • American Pacific Group portfolio company acquires DigiCut, LLCJones Day advised American Pacific Group, a San Francisco-based private equity firm, in connection with the acquisition by portfolio company Fellers, along with Interwest Distribution Company, of DigiCut, LLC, a leading provider of film cutting software and templates for the automotive industry.
  • Follett Corporation acquired by private investor groupJones Day advised Follett Corporation in the sale of its corporate entity as well as Follett Higher Education, the company’s collegiate retail and Follett ACCESS business, to a group of private investors led by Jefferson River Capital LLC, a private investment company controlled by the James family.
  • JourneyCare acquired by Addus HomeCareJones Day advised JourneyCare, Inc. in the $85 million sale of the Company to Addus HomeCare Corporation.
  • Speaking Engagements

    • February 5, 2021
      Entity Structure and Employee Arrangements
    • October 18, 2019
      2019 Executive Compensation and Benefits Symposium (Critical Updates; Maximizing Outcomes in Corporate Transactions)
    • August 13, 2019
      Employee Stock Ownership Plan Transaction Planning
    • February 20, 2018
      Jones Day's 2018 Speaker Series: The Tax Cuts and Jobs Act of 2017
    • October 6, 2017
      2017 Executive Compensation and Benefits Symposium (M&A)
    • June 22, 2017
      Execution of a Successful Pension Risk Transfer Transaction, Jones Day New York
    • September 25, 2015
      2015 Critical Updates in Executive Compensation and Benefits, ERISA Updates (Fiduciary Issues, Pension Risk)