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).


  • Asbury Automotive Group acquires Jim Koons AutomotiveJones Day is advising Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., in its definitive agreement with the Jim Koons Automotive Group of Companies to acquire Jim Koons Automotive for approximately $1.2 billion in cash.
  • Valmet acquires process gas chromatography business of Siemens AGJones Day is advising Valmet Oyj in the €102.5 million acquisition of the process gas chromatography business of Siemens AG.
  • Labcorp completes spin-off of FortreaJones Day represented Labcorp (NYSE: LH), a leading global life sciences company, in the spin-off of Fortrea, the newly formed independent Contract Research Organization providing Phase I-IV clinical trial management, market access and technology solutions to pharmaceutical and biotechnology organizations around the world.
  • Fortrea completes $570 million private placement of Senior Secured Notes and obtains $1.5 billion credit facilityJones Day represented Fortrea Holdings Inc., a leading global contract research organization (“CRO”) that provides comprehensive phase I through IV biopharmaceutical product and medical device services, patient access solutions and other enabling services, in connection with the Rule 144A and Regulation S offering of $570 million aggregate principal amount of 7.500% Senior Secured Notes due 2030 and a $1.5 billion senior secured credit facility as part of its spin-off from Laboratory Corporation of America Holdings.
  • Evoqua merges with Xylem in $7.5 billion all-stock transactionJones Day advised Evoqua Water Technologies Corp. (NYSE: AQUA) in its $7.5 billion stock-for-stock merger with Xylem Inc. (NYSE: XYL).
  • Large financial institution leads syndicate of lenders on $195 million senior secured term loan and revolving credit facilities for Mexican grocery store operator in connection with closing date acquisition of minority interestJones Day represented a large financial institution, as administrative agent, letter of credit issuer, and swing line lender, in connection with a $165 million senior secured term loan credit facility and a $30 million senior secured revolving credit facility.
  • AAR acquires TraxJones Day advised AAR CORP. in the acquisition of Trax USA Corp., a leading independent provider of aircraft MRO and fleet management software, for a purchase price of $120 million in cash, plus up to a $20 million earn-out payment based on specified adjusted revenues in calendar year 2023 and 2024.
  • American Pacific Group acquires XLR8 EMS LLCJones Day advised American Pacific Group, a San Francisco Bay Area-based private equity firm, in the acquisition of XLR8 EMS LLC ("XLR8"), a Southern California leader in electronic manufacturing services and printed circuit board assembly.
  • NioCorp combines with GX Acquisition Corp. IIJones Day advised 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.
  • 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.
  • Ansys acquires leading particle dynamics simulation software RockyJones Day advised Ansys, Inc. in the acquisition of Engineering Simulation and Scientific Software Rocky DEM, S.L., a leading provider of particular dynamics simulation software with developers in Brazil, Spain, and the United States.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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)