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 18 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 board of directors of Propel Schools Foundation, a Pittsburgh-based charter school, and is a graduate of Leadership Pittsburgh XXXI. She is also a member of the National Center for Employee Ownership (NCEO).


  • PPC Flexible Packaging acquires Consumer Packaging Group, LLCJones Day represented Morgan Stanley Capital Partners and its portfolio company, PPC Flexible Packaging, LLC, in PPC's acquisition and financing of the Harland, Wisconsin, based Consumer Packaging Group, LLC.
  • NEP acquires Prysm Collective, Lux Machina And Halon EntertainmentJones Day advised NEP Group in the acquisition of Prysm Collective, Lux Machina and Halon Entertainment.
  • LBB Specialties acquires Centerchem, Inc.Jones Day represented LBB Specialties LLC, a portfolio company of LeBaronBrown Industries LLC, in its acquisition of Centerchem, Inc., a specialty chemical and ingredients distributor based in Norwalk, Connecticut.
  • Follett sells Follett School Solutions to Francisco PartnersJones Day advised Follett Corporation in the sale of Follett School Solutions to Francisco Partners.
  • Noble Environmental acquires GFL landfills, collection assets in Pennsylvania and MarylandJones Day advised Noble Environmental Inc. in the acquisition of multiple disposal, transfer and collections assets in Pennsylvania and Maryland from GFL Environmental Inc.
  • Henderson Park and South Street Partners acquire Palmetto Bluff Montage Hotel and ResortJones Day represented Henderson Park Capital Partners in its joint venture with South Street Partners and the joint venture's acquisition and financing of Palmetto Bluff, a 20,000-acre single family residential and resort community in the Lowcountry of South Carolina, situated between Charleston and Savannah.
  • U.S. Steel sells Transtar, LLC to Fortress Transportation and Infrastructure Investors for $640 millionJones Day represented United States Steel Corporation, an integrated steel producer with major production operations in the United States and Central Europe, in connection with the sale of its wholly owned short-line railroad subsidiary, Transtar, LLC, to a subsidiary of Fortress Transportation and Infrastructure Investors LLC for $640 million.
  • Bespoke Capital Acquisition Corp. combines with Vintage Wine EstatesJones Day advised Bespoke Capital Acquisition Corp., a TSX listed special acquisition company ("BCAC"), on its business combination with Vintage Wine Estates, one of the fastest growing U.S. wine producers.
  • Morgan Stanley Capital Partners portfolio company acquires Pierian DataJones Day represented Morgan Stanley Capital Partners in connection with the acquisition by portfolio company, Education 360, LLC, of Pierian Data, Inc., a leading provider of high-quality technology training, with a focus on Python programming language courses, data science courses, and machine learning courses.
  • Genesis Healthcare Partners creates partnership with Triton Pacific Capital Partners to form Urology Partners of AmericaJones Day represented Genesis Healthcare Partners, P.C., a large San Diego-based physician group specializing in comprehensive urologic care, including radiation oncology and gastroenterology, in its sale to Urology Partners of America, LLC, a newly-formed national urology platform backed by Triton Pacific Capital Partners.
  • Morgan Stanley Capital Partners portfolio company acquires Target Labels & Packaging LLCJones Day represented Morgan Stanley Capital Partners in connection with the acquisition by portfolio company, PPC Flexible Packing LLC, of North Salt Lake, Utah-based Target Labels and Packaging LLC.
  • USI Insurance Services acquires May Insurance ServicesJones Day advised USI Insurance Services in its acquisition of Columbus, Ohio-based employee benefits services firm, May Insurance Services, Inc.
  • Medifast obtains $125 million revolving credit facilityJones Day represented Medifast, Inc., an American nutrition and weight loss company, in connection with a $125 million senior secured revolving credit facility with Citibank, N.A., as administrative agent.
  • Hornblower Group acquires WalksJones Day advised Hornblower Group, Inc. in its acquisition of Walks, a technology-enabled services platform for sightseeing tours and travel activities.
  • Alcoa sells rolling mill to Kaiser Aluminum for $670 millionJones Day advised Alcoa Corporation in the sale of its rolling mill business located in Warrick County, Indiana, to Kaiser Aluminum Corporation for $670 million.
  • FirstEnergy subsidiary sold interest in New Jersey hydroelectric facility to Yards Creek Energy LLCJones Day advised Jersey Central Power & Light Company, a regulated utility and subsidiary of FirstEnergy Corp., a diversified energy holding company, on the sale of its 50% undivided interest in the Yards Creek Pumped Storage Hydroelectric Facility (the "Yards Creek Facility") to Yards Creek Energy LLC ("LS Power"), a subsidiary of LS Power Development, LLC.
  • Aesop Auto Parts acquires Wayne Auto Salvage, Inc.Jones Day advised American Pacific Group in its acquisition by operating company Aesop Auto Parts of Wayne Auto Salvage, Inc., a North Carolina auto recycling business.
  • Associated Urological Specialists sold to Solaris Health Holdings, LLCJones Day advised Associated Urological Specialists, LLC, a large Chicago-based physician group specializing in comprehensive urologic care, including radiation oncology, pathology, and pharmacy, in its sale to Solaris Health Holdings, LLC, a leading national urology platform backed by Lee Equity Partners.
  • NEP acquires VISTA WorldlinkJones Day advised NEP Group in its acquisition of VISTA Worldlink, a pioneer in providing centralized broadcast solutions since 2017. The acquisition supports NEP's strategic goal of becoming the worldwide leader in Centralized (Remote) Production.
  • LeBaronBrown Industries acquires NPS Holdings Inc.Jones Day advised LeBaronBrown Industries LLC in its acquisition of a majority interest in the NPS Towel & Tissue Division of NPT Holdings Inc., a leading towel & tissue and specialty packaging converter.
  • 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)