Justin A.Walters


Cleveland + 1.216.586.3939

Justin Walters advises clients on a broad array of executive and director compensation matters. He has experience counseling public and private companies with respect to the design, drafting, and operation of equity and incentive compensation programs, employment agreements, severance agreements, and other executive compensation arrangements. He also has advised clients on executive compensation issues that arise in corporate transactions, with a particular focus on equity compensation matters.

Justin also drafts and comments on proxy and other disclosure for public company clients regarding their executive and director compensation arrangements and has advised clients regarding the securities law and corporate governance aspects of executive compensation, including Section 16 matters, stock exchange requirements, and the policies of proxy advisory firms.

Justin is a member of the National Association of Stock Plan Professionals (NASPP) and the Cleveland Metropolitan Bar Association.


  • VSE Corporation acquires Global Parts GroupJones Day advised VSE Corporation in the acquisition of Global Parts Group, Inc. in an all-cash transaction valued at approximately $38 million.
  • Axion BioSystems completes sale of company to Summa EquityJones Day advised Axion BioSystems, Inc., a leading provider of MEA and impedance technology for single-cell analysis, in its sale of the company to Summa Equity.
  • PureCycle Technologies combines with Roth CH Acquisition I Co.Jones Day advised PureCycle Technologies LLC ("PureCycle") in its business combination with Roth CH Acquisition I Co. ("Roth SPAC"), a publicly-traded special purpose acquisition corporation backed by Roth Capital Partners and Craig-Hallum Capital Group, and Roth CH Acquisition I Co. Parent Corp., a wholly owned subsidiary of Roth CH ("Holdings"), among others.
  • VSE Corporation acquires HAECO Special ServicesJones Day advised VSE Corporation, a leading provider of aftermarket distribution and maintenance, repair, and overhaul (MRO) services for land, sea and air transportation assets for government and commercial markets, in its acquisition of HAECO Special Services, LLC from HAECO Airframe Services, LLC, a division of HAECO Americas, in an all cash transaction.
  • SpeedETab sells company to Wix.comJones Day advised SpeedETab, Inc., a restaurant ordering and payment technology provider, in its sale to Wix.com, Inc. (NASDAQ: WIX), a global leader in software development, cloud-based services, e-commerce, and other online services.
  • Cleveland-Cliffs acquires AK Steel in $1.1 billion stock swapJones Day advised Cleveland-Cliffs Inc. (NYSE: CLF) in its merger with AK Steel Holding Corporation (NYSE: AKS) pursuant to which Cliffs acquired all of the issued and outstanding shares of AK Steel common stock.
  • 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.
  • 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.
  • PotashCorp combines with Agrium in $38 billion merger-of-equalsJones Day advised PotashCorp in its $38 billion all-stock merger-of-equals with Agrium.
  • comScore achieves successful settlement agreement with Starboard Value LPJones Day advised comScore, Inc. in its successful settlement agreement with activist shareholder Starboard Value LP.
  • Riverside sells portfolio company BrandMuscle to American CapitalJones Day represented The Riverside Company in connection with its sale of portfolio company Centiv Holding Company, d/b/a BrandMuscle, a Cleveland-based provider of distributed marketing technology, to American Capital Equity.
  • Riverside portfolio company acquires PetstagesJones Day advised The Riverside Company in connection with the acquisition and related financing by portfolio company Outward Hound of Northbrook, Illinois-based Petstages, a manufacturer of pet products.
  • B&W completes $1.0 billion spin-off of Power Generation businessJones Day represented The Babcock & Wilcox Company in connection with the $1.0 billion spin-off of its Power Generation business creating Babcock & Wilcox Enterprises, Inc.
  • Cardinal Health acquires Tradex InternationalJones Day advised Cardinal Health, Inc. on the acquisition of Tradex International, Inc., a Cleveland based distributor of latex and other gloves used primarily in the health care and food service industries.
  • Riverside acquires GreenphireJones Day advised The Riverside Company in connection with the acquisition and related financing of Greenphire, Inc., a provider of software for clinical research payment processing management and analytics.
  • Riverside acquires Five Star PaintingJones Day advised The Riverside Company in connection with the acquisition and related financing by portfolio company The Dwyer Group of Five Star Painting, a franchisor of interior and exterior painting services for residential and light commercial customers in North America.
  • Wasserstein & Co. acquires Paris PresentsJones Day advised Wasserstein & Co., LP in its acquisition of Paris Presents, Inc. from funds advised by private equity firm Mason Wells.
  • FTD acquires Liberty Interactive's Provide Commerce floral and gifting businesses for $430 millionJones Day advised FTD Companies, Inc. in the acquisition of Liberty Interactive Corporation's Provide Commerce floral and gifting businesses for $430 million.
  • Riverside completes sale of FoodState to PharmaviteJones Day advised The Riverside Company in connection with its sale of FoodState, Inc. (formerly known as BioSan Laboratories, Inc.), a manufacturer and distributor of whole food nutritional supplements, to Pharmavite, LLC, a producer and distributor of dietary supplement products.
  • Riverside portfolio company acquires The Training FactorJones Day represented The Riverside Company in connection with the acquisition and related financing by portfolio company Grace Hill, Inc. of The Training Factor, a provider of training to professionals in the multifamily industry on topics that can have significant regulatory implications such as Fair Housing, OSHA, and sexual harassment.