LizanneThomas

Of Counsel

Atlanta + 1.404.581.8411 New York + 1.212.901.8670

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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 is a Fellow of the American College of Governance Lawyers. Lizanne 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, and executive compensation. Lizanne served as Partner-in-Charge of the Firm's Southeast U.S. Region from 2014 through 2022.

Lizanne serves or has served on the Boards of Directors of five publicly traded companies: Southern Company, Atlantic Capital Bancshares, Inc., American Software, 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 Vice Chair. She is a Trustee of Washington & Lee University, Furman University, and The Woodruff Arts Center. She is 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., Cox Communications, CSX Corporation, Cumulus Media, 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., Sanmina Corporation, Starwood Hotels and Resorts, Southern Company, Supermicro, Sysco Corporation, TEGNA, The Babcock & Wilcox Company, The Scott's Miracle-Gro Company, TireHub, LLC, United Rentals, Inc., United Parcel Service, Univar Solutions, USG Corporation, U.S. Steel Corporation, Verint Systems Inc., Verizon Communications, Inc., VF Corporation, Visteon Corporation, Welbilt, Inc., WellPoint, Inc., Welltower, Inc., WESCO International, Inc., Western Digital Corporation 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


  • 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.
  • Diodes acquires Lite-On Semiconductor Corporation for approximately $446 millionJones Day advised the Special Committee of the Board of Diodes Incorporated in the acquisition of Lite-On Semiconductor Corporation for approximately $446 million in cash.
  • Cumulus Media adopts short-term shareholder rights planJones Day advised Cumulus Media Inc. in its adoption of a short-term shareholder rights plan designed to protect shareholder interests and maximize value for all shareholders.
  • Newell Brands sells The United States Playing Card Company to Cartamundi GroupJones Day advised Newell Brands Inc. in the sale of The United States Playing Card Company ("USPC") to Cartamundi Group, a leading manufacturer and distributor of playing cards and board games.
  • LORD Corporation acquired by Parker Hannifin for $3.675 billionJones Day advised LORD Corporation in its $3.675 billion acquisition by Parker Hannifin Corporation.
  • 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.
  • 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 sold minority interest in solar portfolio to Global Atlantic Financial Group for $1.175 billionJones Day advised Southern Power Company in its $1.175 billion sale of a 33% 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 activist shareholder 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 activist shareholder 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.
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    August 2022 Commentary

    Extraterritorial Reach of Upcoming European ESG Rules

    August 2022 Commentary

    Evaluating Directors and Officers Liability Coverage for Emerging ESG-Related Risks

    July 2022 Commentary

    Eliminating Significant Gotchas: Sustainability Report Edition

    June 2022 Alert

    Jones Day Submits Comment Letter on SEC’s Proposed Climate-Related Disclosure Rules

    March 2022 Commentary

    ESG Risks for Financial Institutions Operating in the United States: What to Expect in 2022

    January 2022 Commentary

    Getting Ahead of the 2022 Proxy Season: Sustainability

    January 2022 Commentary

    Getting Ahead of the 2022 Proxy Season: Board Committee Names & Functions

    July 2021 Commentary

    Recent Developments in Shareholder Derivative Litigation Concerning Diversity in Corporate Leadership

    MARCH 2021 Commentary

    Delaware Chancery Court Strikes 5% Poison Pill With "Extreme" Features

    December 2020 Commentary

    Nasdaq Proposes Board Diversity Rules for Listed Companies
    View All

    Additional Publications

    • March 2020
      The Legal 500 Country Comparative Guides: United States: Corporate Governance
    • October 2019
      The Dual Share Duel, Corporate Counsel
    • February 2019
      Contributing Editor, The In-House Lawyer Comparative Guide on Corporate Governance
    • February 2019
      Author, The In-House Lawyer Comparative Guide on Corporate Governance, USA Jurisdiction
    • December 2018
      Women in M&A: The Powerhouse 20, Part 1

    Speaking Engagements

    • September 22-24, 2021
      41st Annual Ray Garrett Jr. Corporate & Securities Law and 60th Annual Corporate Counsel Virtual Institute
    • May 12, 2021
      American College of Governance Counsel Roundtable Discussion on Building Resiliency for the Unknown and Uncertain:Managing Disruptive Risks in a World of Disruption
    • July 9, 2020
      New York Women's Initiative (WIN) presents Leadership Series: Conversation with Lizanne Thomas
    • January 24, 2020
      Jones Day Atlanta CLE Academy
    • December 3, 2019
      Jones Day Cleveland CLE Academy
    • September 19, 2019
      Corporate Governance in 2020 and Beyond: Opportunities and Challenges
    • 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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