Rory D.Lyons

Partner

(T) 1.404.581.8550

Rory Lyons has more than 30 years of experience in all aspects of executive compensation affecting public and private companies. Rory advises senior executives and boards of directors on employment and change-in-control agreements, the design and implementation of stock and incentive plans, and benefit and compensation issues raised in connection with mergers, acquisitions, and other changes in capital structure. Rory's practice also includes a wide range of general business tax matters, including advising publicly held and privately held corporations on the tax aspects of acquisitions, dispositions, restructurings, joint ventures, and other major corporate transactions. Rory coordinates the tax and employee benefit activities for Jones Day's Atlanta Office and acts as one of the leaders for Jones Day's Firmwide Executive Compensation Practice.

Rory's recent transactions include Reynolds American's acquisition by British American Tobacco Plc in a transaction valued at $49 billion; Newell Brands' acquisition of Jarden Corporation for $16 billion; The Southern Company's acquisition of AGL Resources for $12 billion; Exelis' acquisition by Harris Corporation for $4.8 billion; and the proposed $38 billion merger-of-equals involving PotashCorp and Agrium.

Rory also is a frequent writer on executive compensation issues, such as the Section 409A rules regulating deferred compensation, the $1 million cap on executive pay, and the tax penalties imposed on golden parachute payments.

Experience

  • Finacity Corporation acquired by Greensill CapitalJones Day advised Finacity Corporation, a leader in specialized receivables securitization, in its acquisition by Greensill Capital, the leading non-bank provider of working capital finance for companies globally.
  • Nutrien acquires Actagro, LLC for $340 millionJones Day advised Nutrien Ltd. in its $340 million acquisition of Actagro, LLC, a developer, manufacturer, and marketer of environmentally sustainable soil and plant health products and technologies.
  • Louisiana-Pacific enters cooperation agreement with D.E. Shaw GroupJones Day advised Louisiana-Pacific Corporation in connection with a cooperation agreement with certain funds affiliated with D.E. Shaw.
  • Modern Media Acquisition enters merger agreement with Akazoo Ltd.Jones Day is advising Modern Media Acquisition Corp. ("MMDM"), a special purpose acquisition company, in its business combination with Akazoo Limited, a U.K.- based digital music streaming platform specializing in emerging markets.
  • Gray Television acquires Raycom Media for $3.6 billionJones Day advised Gray Television, Inc., a television broadcast company headquartered in Atlanta, Georgia, in connection with its acquisition of privately-owned Raycom Media, Inc., a Montgomery, Alabama-based television broadcast company, in a cash and stock transaction with an enterprise value of approximately $3.6 billion.
  • Southern Company sells certain Florida assets to NextEra Energy for $6.5 billionJones Day advised Southern Company in three separate transactions for the sale of several of its Florida assets – Gulf Power Company, Florida City Gas, and the entities holding Southern Power’s interest in Plant Oleander and Plant Stanton – to NextEra Energy (NYSE: NEE) for an aggregate purchase price of $6.5 billion, including total equity value of approximately $5.1 billion.
  • Flowers Foods acquires Canyon Bakehouse for $205 millionJones Day advised Flowers Foods, Inc. in its $205 million acquisition (including a performance-based contingent payment of $5 million) of Canyon Bakehouse, LLC, a privately held, gluten-free baking company based in Johnstown, Colorado.
  • Hitachi Vantara acquires REAN CloudJones Day advised Hitachi Vantara in its acquisition of REAN Cloud LLC, a global cloud systems integrator, managed services provider and solutions developer of cloud-native applications across big data, machine learning and emerging internet of things (IoT) spaces.
  • Blue Point Capital recapitalizes Next Level ApparelJones Day advised Blue Point Capital Partners in connection with the recapitalization of YS Garments, LLC (d/b/a Next Level Apparel).
  • Cardinal Health sells majority stake in NaviHealth to Clayton, Dubilier & RiceJones Day advised Cardinal Health, Inc. (NYSE: CAH) in the sale of a majority stake in its NaviHealth business to funds managed by Clayton, Dubilier & Rice.
  • Arsenal Capital Partners sells IGM Resins to AstorgJones Day advised Arsenal Capital Partners (“ACP”) on the full shop auction of IGM Resins Cooperative U.A. and its group (“IGM”) to European private equity firm Astorg as the successful bidder.
  • Roper Technologies acquires PowerPlan for $1.1 billionJones Day advised Roper Technologies, Inc. in its all-cash $1.1 billion acquisition of PowerPlan, Inc. from the private equity firm Thoma Bravo.
  • Adecco Group acquires General Assembly Space, Inc. for $412.5 millionJones Day advised The Adecco Group AG in its $412.5 million acquisition of General Assembly Space, Inc., a provider of work force educational curricula and training courses in the fields of technology, design, business, data, and digital marketing.
  • Signature Funeral and Cemetery Investments acquired by Park Lawn Corporation for $123 millionJones Day advised Signature Funeral and Cemetery Investments, LLC ("Signature Group") in its $123 million sale of all of its outstanding membership interests to PLC Signature Ltd., an affiliate of Park Lawn Corporation.
  • Birch Communications' Cloud and Business Services business acquired by Fusion Telecommunications International, Inc. for $600 millionJones Day advised Birch Communications, Inc. in the acquisition of its cloud and business services business by Fusion Telecommunications International, Inc. for approximately $600 million in an all-stock transaction which included the purchase of 50 million shares of Fusion’s Common Stock and the refinancing of $444 million of Birch indebtedness.
  • Newell Brands enters into settlement agreement with Starboard Value that ended Newell's ongoing proxy contest with StarboardJones Day advised Newell Brands Inc. in its entry into a settlement agreement with Starboard Value LP that ended Newell’s ongoing proxy contest with Starboard.
  • Adecco Group acquires VetteryJones Day advised The Adecco Group, the world's leading HR solutions partner, in its acquisition of Vettery, Inc., a digital professional permanent recruitment marketplace.
  • PotashCorp combines with Agrium in $38 billion merger-of-equalsJones Day advised PotashCorp in its $38 billion all-stock merger-of-equals with Agrium.
  • BenefitMall sold to The Carlyle GroupJones Day represented BenefitMall Inc., a provider of employee benefits and payroll services to small and medium sized businesses across the U.S., in connection with its sale to The Carlyle Group.
  • Smith & Nephew acquires Rotation Medical Inc. for up to $210 millionJones Day advised Smith & Nephew plc in its acquisition of Rotation Medical Inc., a developer of a novel tissue regeneration technology for shoulder rotator cuff repair, for an initial cash consideration of $125 million and up to $85 million over the next five years, contingent on financial performance.
  • Speaking Engagements

    • September 24-25, 20015
      Compensation-Related Tax Updates, Jones Day's 2015 Critical Updates in Executive Compensation and Benefits Symposium
    • June 2006
      Section 409A: New Tax Rules for Nonqualified Deferred Compensation, American Bar Association
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