LizanneThomas

Partner-in-Charge Southeast U.S. Region

(T) 1.404.581.8411

While her roots are as an M&A lawyer, Lizanne Thomas practices, teaches, and lives corporate governance as the head of the Firm's corporate governance team. She participates in about 100 board meetings per year as counsel to a number of public companies. She represents special committees in control and conflict transactions, as well as in internal investigations. Lizanne is experienced in shareholder activism, public and private mergers and acquisitions, takeover preparedness, and executive compensation. She lectures on governance to leading business organizations, companies, and universities. Lizanne also serves as the Partner-in-Charge of the Firm's Southeast U.S. Region.

Lizanne serves or has served on the Boards of Directors of three publicly traded companies: Atlantic Capital Bancshares, Inc., Popeyes Louisiana Kitchen, Inc., and Krispy Kreme Doughnuts, Inc. At Krispy Kreme she co-chaired a special committee charged with investigating a variety of allegations against the company. While she was chair of its governance committee, KKD twice won national corporate governance awards for its shareholder engagement and disclosure, and in 2016 she was named one of the top 100 directors by the National Association of Corporate Directors (NACD).

Lizanne is a Trustee of the Georgia Research Alliance, serving as Chair of the Audit Committee. She is a Trustee of Washington & Lee University and The Woodruff Arts Center. She is a member of the Rotary Club of Atlanta and is a former Trustee of Furman University and a former director of the Metro Atlanta Chamber of Commerce.

Experience

Lizanne's representative governance clients include: ABM Industries, Accenture Federal Services, Acxiom Corporation, Akamai Technologies, Inc., American Capital Agency Corp., Asbury Automotive Group, Inc., Axiall Corporation, Business Roundtable, Boys & Girls Clubs of America, CHS Inc., comScore, Inc., CSX Corporation, Darden Restaurants, Inc., Eastman Chemical Company, Emory University, FelCor Lodging Trust Incorporated, First Niagara Financial Group, Inc., Flowers Foods, Inc., Fly Leasing Limited, General Mills Inc., Goodyear, Goya Foods, Inc., HD Supply, Harris Corporation, Harsco Corporation, Internet Corporation for Assigned Names and Numbers, Jones Lang LaSalle Incorporated, Laureate Education, Inc., Robert Wood Johnson University Hospital, Kaiser Aluminium, LabCorp, Lord Corporation, Medicis Pharmaceutical Corporation, Milliken & Company, National Public Radio, Newell Brands, Inc., Owens Corning, Outfront Media, Procter & Gamble Company, Rayonier Inc., Relativity Media LLC, Reynolds American Inc., Starwood Hotels and Resorts, Southern Company, Sysco Corporation, TEGNA, The Babcock & Wilcox Company, The Scott's Miracle-Gro Company, TireHub, LLC, United Rentals, Inc., United Parcel Service, USG Corporation, Verint Systems Inc., Verizon Communications, Inc., VF Corporation, Visteon Corporation, Welbilt, Inc., WellPoint, Inc., Welltower, Inc., WESCO International, Inc., and Xylem, Inc.

Her governance engagements include: Auditor Relations, Board Education and Orientation, Board and Individual Director Evaluations, Crisis Management, Disclosure Counseling, Dodd-Frank and SOX Compliance, Executive Compensation, Governance Guidelines and Committee Charters, Internal Investigations, Management Succession, Proxy Battles, Shareholder Activism, Shareholder Derivative Actions, Shareholder Proposals, Special Committees, both transactional and investigative, and Takeover Preparedness


  • Diodes to acquire Lite-On Semiconductor Corporation for approximately US$428 millionJones Day is advising the Special Committee of the Board of Diodes Incorporated in a transaction to acquire Lite-On Semiconductor Corporation for approximately US$428 million in cash.
  • Newell Brands sells Process Solutions to One Rock Capital Partners, LLC for $500 millionJones Day advised Newell Brands Inc. in the sale of its Process Solutions business to One Rock Capital Partners, LLC for $500 million in cash.
  • LORD Corporation to be acquired by Parker Hannifin for $3.675 billionJones Day is advising LORD Corporation in its $3.675 billion acquisition by Parker Hannifin Corporation.
  • USG acquired by Gebr. Knauf for $7 billionJones Day advised USG Corporation in the acquisition by Gebr. Knauf KG ("Knauf") of all of the outstanding shares of USG in a transaction valued at $7 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.
  • Newell Brands sells Pure Fishing to Sycamore Partners for $1.3 billionJones Day advised Newell Brands Inc. in the sale of its Pure Fishing business to Sycamore Partners for approximately $1.3 billion in cash.
  • 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.
  • Newell Brands sells Rawlings Sporting Goods Company, Inc. for $395 millionJones Day advised Newell Brands Inc. in the $395 million sale of Rawlings Sporting Goods Company, Inc. to Seidler Equity Partners and Major League Baseball.
  • Newell Brands sells The Waddington Group to Novolex for approximately $2.3 billionJones Day advised Newell Brands Inc. in its sale of The Waddington Group to Novolex Holdings, a portfolio company of The Carlyle Group, for approximately $2.3 billion in cash.
  • Southern Company sells Pivotal Home Solutions to American Water Works Company, Inc. for $363.7 millionJones Day advised Southern Company in the $363.7 million sale of its subsidiary Nicor Energy Services Company (d/b/a Pivotal Home Solutions) to American Water Works Company, Inc.
  • Southern Power to sell minority interest in solar portfolio to Global Atlantic Financial Group for $1.175 billionJones Day is advising Southern Power Company in its $1.175 billion sale of a 33 percent minority interest in its solar portfolio to Global Atlantic Financial Group Limited.
  • 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.
  • Chemical business conducts internal investigation into allegations of inappropriate conductJones Day was retained by a chemicals business to conduct an internal investigation into allegations of inappropriate conduct by the company’s CEO that also involved another senior executive.
  • comScore achieves successful settlement agreement with Starboard Value LPJones Day advised comScore, Inc. in its successful settlement agreement with Starboard Value LP.
  • FelCor Lodging Trust and RLJ Lodging Trust merge creating $7 billion leading lodging REITJones Day advised the Independent Directors of FelCor Lodging Trust Incorporated in its $7 billion all-stock merger with RLJ Lodging Trust.
  • Reynolds American acquired by British American Tobacco Plc in deal valued at $49 billionJones Day advised Reynolds American Inc. ("RAI") regarding the acquisition by British American Tobacco, p.l.c. ("BAT") of 57.8 percent of the outstanding shares of RAI not owned by BAT and its affiliates in a transaction valued at $49 billion.
  • Special Litigation Committee of the Board of Directors of CoreCivic defends series of shareholder derivative actionsJones Day is representing the Special Litigation Committee of the Board of Directors of CoreCivic, a private prison operator, in a series of shareholder derivative actions that have been filed in state and federal court in Tennessee.
  • Newell Brands sells Tools division to Stanley Black & Decker for $1.95 billionJones Day advised Newell Brands Inc. in the $1.95 billion sale of its Tools business, including the Irwin®, Lenox®, and Hilmor® brands, to Stanley Black & Decker, Inc.
  • Defense of FelCor against $1.27 billion hostile bid by AshfordJones Day advised the Board of Directors of FelCor Lodging Trust Incorporated in a hostile $1.27 billion acquisition proposal made by Ashford Hospitality Trust.
  • ICANN advised in connection with governance reform and transition of IANA functionsJones Day advised Internet Corporation for Assigned Names and Numbers (ICANN) in connection with the successful completion of the transition of the Internet Assigned Numbers Authority (IANA) functions from the U.S. National Telecommunications and Information Administration to ICANN.
  • Speaking Engagements

    • May 2, 2019
      The New M&A Paradigm: Guiding Your Company in Today's Global Environment
    • April 11, 2019
      Jones Day's Directors' Summit
    • October 11, 2018
      Atlanta Business Chronicle's Developing Directors
    • August 10, 2018
      Positioning Yourself for Board Service, Next OnBoard/Emory Alumni Association
    • June 10-13, 2018
      2018 National Investor Relations Institute
    • March 29, 2018
      Deloitte Board-Ready Program | Path to Board Candidacy
    • January 24, 2018
      Expect the Unexpected, Women Corporate Directors
    • January 22, 2018
      Navigating The #MeToo World: Practical Advice for Corporate Boards and Executives, JD CLE Academy
    • June 1, 2017
      Jones Day Chicago MCLE University
    • April 28, 2017
      2017 Women's Power Summit on Law & Leadership
    • February 28, 2017
      Deloitte Board-Ready Women Program
    • January 11, 2017
      Houston Chapter of the Society for Corporate Governance Professionals
    • December 8, 2016
      Jones Day and Ernst & Young Accounting and Enforcement Update for Public Companies
    • June 9, 2016
      Jones Day Chicago MCLE University
    • May 11, 2016
      Accounting and Enforcement Update for Energy Companies
    • April 28, 2016
      36th Annual Ray Garrett Jr. Corporate and Securities Law Institute, Northwestern University Pritzker School of Law
    • December 10, 2015
      KPMG's Fall Audit Committee Roundtable -- Calibrating Strategy and Risk
    • October 14, 2015
      Corporate Board Member Audit Committee Workshop
    • October 13-14, 2015
      Corporate Board Member 12th Annual Boardroom Summit
    • June 11, 2015
      Jones Day Chicago MCLE University
    • June 2, 2015
      Project 5/165 PANEL: Financial Acumen for THE In-house Attorney – Strategic Conversations
    • October 7-9, 2014
      Leadership Exchange, Cincinnati USA Regional Chamber and Georgia Research Alliance
    • October 3, 2014
      Corporate Board Member Audit Committee Workshop
    • September 30-October 1, 2014
      Corporate Board Member 11th Annual Boardroom Summit
    • July 28, 2014
      Atlanta Office sponsors rededication of the newly restored WWI memorial in Pershing Point Park
    • April 8, 2014
      Corporate Board Member "Compensation Strategies to Build Shareholder Value", New York Stock Exchange
    • February 26, 2014
      Jones Day Atlanta 2014 CLE Academy, Corporate Governance Update
    • December 3, 2013
      The Future of Governance, Ernst & Young 2013 Columbus Year-End Corporate Reporting and Tax Update
    • October 4, 2013
      Corporate Board Member Audit Committee Workshop
    • October 3-4, 2013
      Corporate Board Member Annual Boardroom Summit
    • June 6, 2013
      Jones Day Chicago 2013 MCLE University
    • October 5, 2012
      Corporate Board Member Audit Committee Workshop
    • October 4-5, 2012
      Corporate Board Member Annual Boardroom Summit
    • June 7, 2012
      Jones Day Chicago 2012 MCLE University
    • April 17-21, 2012
      Who Would Want to Be a Director?, ABA Section of International Law Spring Meeting
    • April 4, 2012
      Compensation Strategies to Build Shareholder Value, Corporate Board Member conference
    • October 7, 2011
      Corporate Board Member Audit Committee Workshop
    • October 6-7, 2011
      Corporate Board Member Boardroom Summit
    • June 21-22, 2011
      AICPA National Audit Committee Forum
    • March 14, 2011
      Corporate Board Member 2011 Mid-Cap Peer Exchange
    • March 2, 2011
      Jones Day Continuing Legal Education Academy
    • December 7, 2010
      Preparing for the 2011 Proxy Season: The Perspective of Institutional Shareholders and Their Advisors
    • October 7-8, 2010
      Annual Boardroom Summit
    • September 14, 2010
      2010 RR Donnelley SEC Hot Topics
    • September 2, 2010
      Manufacturing/Industrial Products Industry Peer Exchange
    • June 9, 2010
      Executive Roundtable Series: Leadership and Governance: Best Practices and Lessons Learned
    • June 6-9, 2010
      Institute of Internal Auditors International Conference
    • May 7, 2010
      Society of Corporate Secretaries and Governance Professionals
    • March 3, 2010
      Jones Day Continuing Legal Education Academy
    • March 19, 2009
      Our National Challenge: A Blueprint for Restoring the Public Trust, panelist, University of St. Thomas School of Law
    • November 20, 2008
      Monitoring of Corporate Governance Firms, Manufacturers Alliance/MAPI Fall Investor Relations Council Meeting
    • October 28, 2008
      Building a Great Board: Critical Issues for Nominating/Governance Committees, Corporate Board Member - Thought Leadership,
    • October 19-21, 2008
      Building Balance in the Boardroom, National Association of Corporate Directors, 2008 Corporate Governance Conference
    • October 6-9, 2008
      The Joint Venture Directors' Institute
    • August 5, 2008
      The Board: Duties, Challenges, Strategies, Association of Bermuda Insurers and Reinsurers General Counsels
    • June 20, 2008
      Perils of Practice for Transactional Lawyers, Attorneys' Liability Assurance Society, Inc. Annual General Meeting
    • April 24-26, 2008
      Insights on Board and Committee Evaluation Process, Southeastern Chapter of the Society of Corporate Secretaries & Governance Professionals: 2008 Annual Meeting and Conference
    • March 25, 2008
      Practising Law Institute: The Nomination and Corporate Governance Committee in the Spotlight 2008
    • November 12-16, 2007
      The Joint Venture Directors' Institute
    • April 19, 2007
      National Association of Corporate Directors - Atlanta Chapter: Current Issues Facing Directors
    • January 21-23, 2007
      Corporate Directors Forum: Directors Forum 2007, Directors, Management & Shareholders in Dialogue
    • October 2006
      Institute of Continuing Legal Education in Georgia: 25th Annual Business Law Institute, Corporate Governance and Delaware Law Update
    • October 2006
      Philpott Ball & Werner Investment Bankers and Jones Day: Aerospace, Defense & Intelligence; Maximizing Value Through Mergers & Acquisitions
    • September 2006
      The Board of Directors Network: 10 Steps a Director Should Take to Protect Herself
    • September 2006
      The Conference Board: Program for Delegates from the PRC's Enterprise Reform Division, State-Owned Assets Supervision and Administration Commission (SASAC)
    • December 2005
      Institute of Continuing Legal Education in Georgia-Corporate Counsel Institute: Compensation Decisions: Board Conduct in the Wake of Disney
    • November 2005
      Keidanren Seminar-U.S. Corporate Law Update: Evolving Duties of Directors in Shareholder Derivative Actions and Takeover Preparedness: Lessons for Japanese Corporations
    • April 2005
      Practising Law Institute: Corporate Compliance: Essential Responsibilities of the Board of Directors
    • March 2005
      KPMG Argentina: Corporate Governance for Corporations, Corporate Governance -- a U.S. Perspective: How Will Recent U.S. Experience Influence Global Corporate Governance in the Future?
    • February 2005
      American Bar Association Section of Business Law : Techniques of Contract Drafting: How to Put Together and Write a Contract, Video Seminar
    • 2004 to date
      The Conference Board's Directors' Institute : Recurring panelist on Director Liabilities, Indemnification and Insurance
    • 2003 to date
      University of California: Berkeley and Davis Executive MBA Programs: Corporate Governance and Securities Law
    • March 2001
      Practising Law Institute: Doing Deals: Understanding the Nuts and Bolts of Transactional Practice: Private Placements and other Exempt Securities Offerings
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