Ferrell M. Keel

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Ferrell Keel represents clients in a broad range of complex capital markets transactions, as well as high-stakes corporate governance matters relating to Securities and Exchange Commission (SEC) and stock exchange rules and regulations.

Ferrell's corporate governance practice particularly focuses on the intersection of shareholder activism and environmental, social & governance (ESG). She regularly counsels clients on shareholder proposals and the SEC's proxy rules and regulations and was a leading member of the Jones Day team that represented ExxonMobil in its lawsuit against shareholder activists in 2024. Ferrell has also testified to the Texas State Senate Committee on State Affairs and the U.S. House Committee on Financial Services on shareholder proposals, proxy advisors, and ideas for reform.

Ferrell also facilitates annual evaluations for public company boards of directors, addressing corporate governance matters such as risk oversight, effective communication between management and the board, and succession planning.

On the transactional side, Ferrell has led the full range of capital markets transactions, including initial public offerings (IPOs) and follow-on equity offerings; spin-offs; high yield, investment-grade, and convertible debt offerings; commercial paper programs; rights offerings; private placements of equity and convertible securities; and tender and exchange offers.

Ferrell works regularly with a diverse set of clients that span a wide range of industries — energy, technology, financial services, consumer, retail, industrials, and health care. Notable clients that Ferrell has recently worked with include Lennox International, Valero, J.P. Morgan, Wells Fargo, Marathon Petroleum, MPLX, Cleveland-Cliffs, ExxonMobil, Newell Brands, Nutrien, KKR, Enhabit, and Nanobiotix.

担当案件

  • Cleveland-Cliffs completes $275 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. in connection with its Rule 144A and Regulation S offering of an additional $275 million aggregate principal amount of 7.625% Senior Unsecured Guaranteed Notes due 2034.
  • Cleveland-Cliffs completes $850 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. in connection with its Rule 144A and Regulation S offering of $850 million aggregate principal amount of 7.625% Senior Unsecured Guaranteed Notes due 2034.
  • MPLX completes $4.5 billion public offering of Senior NotesJones Day represented MPLX LP in connection with an SEC-registered offering of $4.5 billion aggregate principal amount of Notes, including $1.25 billion of 4.800% Senior Notes due 2031, $750 million of 5.000% Senior Notes due 2033, $1.5 billion of 5.400% Senior Notes due 2035, and $1 billion of 6.200% Senior Notes due 2055.
  • Newell Brands completes $1.25 billion Senior Notes offeringJones Day represented Newell Brands Inc. (NASDAQ: NWL) in connection with a Rule 144A and Regulation S offering of $1.25 billion aggregate principal amount of 8.500% Senior Notes due 2028.
  • Underwriters complete $192.8 million Floating Rate Notes offering by Exxon Mobil CorporationJones Day represented the underwriters in connection with Exxon Mobil Corporation's SEC-registered offering of $192.8 million principal amount of Floating Rate Notes due 2075.
  • MPLX completes $2 billion public offering of Senior NotesJones Day represented MPLX LP in connection with its SEC-registered offering of $2 billion aggregate principal amount of Notes, including $1 billion of 5.400% Senior Notes due 2035 and $1 billion of 5.950% Senior Notes due 2055.
  • Marathon Petroleum completes $2 billion Senior Notes offeringJones Day represented Marathon Petroleum Corporation in connection with a SEC-registered offering of $2 billion aggregate principal amount of Notes, consisting of $1.1 billion of 5.150% Senior Notes due 2030 and $900 million of 5.700% Senior Notes due 2035.
  • Cleveland-Cliffs completes $850 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc., the largest flat-rolled steel producer and manufacturer of iron ore pellets in North America, in connection with its Rule 144A and Regulation S offering of $850 million aggregate principal amount of 7.500% Senior Unsecured Guaranteed Notes due 2031.
  • Jones Day advises Catalent's Board of Directors in merger with Novo HoldingsJones Day advised the Board of Directors of Catalent, Inc. in the $16.5 billion merger of Catalent with Novo Holdings.
  • Newell Brands completes $1.25 billion public offering of Senior NotesJones Day represented Newell Brands Inc. in connection with a public offering of $1.25 billion of Notes, consisting of $750 million aggregate principal amount of 6.375% Senior Notes due 2030 and $500 million aggregate principal amount of 6.625% Senior Notes due 2032.
  • Coronado Global Resources completes $400 million Senior Secured Notes offeringJones Day advised Coronado Global Resources Inc. (ASX: CRN) (“Coronado”), a global producer, marketer, and exporter of a full range of metallurgical coal products, in connection with an offering by one of its wholly-owned subsidiaries of US$400 million aggregate principal amount of 9.250% Senior Secured Notes due 2029 in a Rule 144A and Regulation S offering.
  • Diversified multinational company establishes $12 billion commercial paper facilityJones Day represented a diversified multinational company in connection with the establishment of a $12 billion commercial paper facility.
  • Business Roundtable urges court to vacate SEC's climate disclosure ruleJones Day represented Business Roundtable in filing an amicus brief in the U.S. Court of Appeals for the Eight Circuit challenging the Securities and Exchange Commission's (SEC) climate disclosure rule.
  • MPLX completes $1.65 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $1.65 billion aggregate principal amount of 5.500% Senior Notes due 2034.
  • Cleveland-Cliffs completes $825 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. (the "Company"), the largest flat-rolled steel producer and manufacturer of iron ore pellets in North America, in connection with its Rule 144A and Regulation S offering of $825 million aggregate principal amount of 7.000% Senior Unsecured Guaranteed Notes due 2032 (the "Notes").
  • Newell Brands amends $1 billion revolving credit facilityJones Day represented Newell Brands Inc. (“Newell”), a leading consumer products company, in connection with the amendment restructuring its existing revolving credit facility.
  • Exxon Mobil pursues declaratory judgment action against shareholder proposalJones Day is representing Exxon Mobil Corporation in seeking a declaratory judgment that it may exclude from its proxy statement under SEC Rule 14a-8 a shareholder proposal from activist organizations Arjuna Capital and Follow This that calls for targets to reduce Scope 1, 2, and 3 greenhouse gas emissions.
  • Lennox establishes $500 million commercial paper facilityJones Day represented Lennox International Inc., a leading global provider of climate control solutions, in connection with the establishment of a $500 million commercial paper facility.
  • CITGO completes $1.1 billion Senior Secured Notes offeringJones Day represented CITGO Petroleum Corporation ("CITGO"), a North American refiner, transporter, and marketer of transportation fuels, lubricants, petrochemicals and other petroleum-based industrial products, in connection with a Rule 144A and Regulation S offering of $1.1 billion aggregate principal amount of 8.375% Senior Secured Notes due 2029.
  • Invitation Homes completes $650 million acquisition of single-family rental home portfolioJones Day represented Invitation Homes (NYSE: INVH), as buyer, in connection with its portfolio acquisition of nearly 1,900 single-family rental homes for a purchase price of approximately $650 million.
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    January 23 - December 11, 2025 Firm Hosted

    2025 Public Company Speaker Series

    October 2025 Commentary

    Increasing Scrutiny of "ESG‑Influenced Investing" by ERISA Plans Has Implications for Stakeholders

    OCTOBER 2025 Alert

    SEC Approves TXSE as National Securities Exchange

    September 2025 Alert

    SEC Says It's a "New Day": A New Agenda and New Leadership

    SEPTEMBER 2025 Alert

    ExxonMobil Announces First-of-its-Kind Retail Voting Program

    July 2025 Reprint

    Texas Enacts New Law to Regulate Proxy Advisory Firms (Harvard Law School Forum on Corporate Governance)

    July 2025 White Paper

    Texas Enacts Business-Friendly Reforms in Bid to Dethrone Delaware's Corporate Dominance

    June 2025 Commentary

    Texas Enacts New Law to Regulate Proxy Advisory Firms

    June 2025 Alert

    California Air Resources Board Offers Direction as to Application of California Climate Disclosure Laws

    May 2025 Reprint

    Holding Proxy Advisors' Feet to the Fire, Trending Items in ESG
    インサイト一覧

    January 23 - December 11, 2025 Firm Hosted

    2025 Public Company Speaker Series

    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    • September 10, 2025
      Congressional Testimony to the U.S. House Committee on Financial Services at a Hearing entitled "Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value"
    • April 24, 2025
      Congressional Testimony to the Texas State Senate Committee on State Affairs on S.B. 2337 and the undue influence of proxy advisors
    • March 4, 2025
      Roundtable discussion on "Environmental Disclosure Requirements" by the D.C. Bar's Environment, Energy & Natural Resources Community
    • January 8, 2024
      The Art of Effectively Serving the Board: Norms and Best Practices, Dallas Bar Association
    • October 3, 2023
      Breaking Up is Hard to Do: How to Navigate an Evolving Board of Directors, Texas General Counsel Forum

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