Rory D. Lyons

Partner at Jones Day

Rory D. Lyons

Rory D. Lyons

Partner at Jones Day

Biography

Partner at Jones Day LP
Contact
rlyons@jonesday.com
Atlanta
(T) +1.404.581.8550
(F) +1.404.581.8330
Rory Lyons has extensive 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 practice leaders for Jones Day's Firmwide Executive Compensation Practice.

Rory's representative clients include Cardinal Health, Cumulus Media, Diebold, Eastman Chemical, Flowers Foods, Georgia Gulf, KeyBank, Motorola, and SunPower.

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




Experience


Flower Foods acquires Sara Lee and Earthgrains assets in California
Jones Day advised Flowers Foods, Inc. in the acquisition of certain assets and trademark licenses to the Sara Lee and Earthgrains brands for sliced breads, buns, and rolls in the state of California from BBU, Inc., a subsidiary of Grupo Bimbo S.A.B. de C.V.

Georgia Gulf completes merger with PPG Industries' commodity chemicals business creating Axiall Corporation for $2.1 billion
Jones Day advised Georgia Gulf Corporation in its merger with the commodity chemicals division of PPG Industries, Inc. for $2.1 billion resulting in the creation of Axiall Corporation.

Weir Group to acquire Mathena for £148 million (US$240 million)
Jones Day is advising The Weir Group PLC in the acquisition of Mathena, Inc., a leading provider of pressure control rental equipment and services for onshore oil and gas drilling.

Sofidel acquires U.S. based paper product manufacturer Cellynne Holdings
Jones Day advised Sofidel SpA in its acquisition of Cellynne Holdings Inc. with manufacturing facilities in Haines City, Florida, Green Bay, Wisconsin, and Henderson, Nevada.

Sprint Nextel issues $1.5 billion Notes in public offering
Jones Day advised Sprint Nextel Corporation, a telecommunications company, in connection with its issuance of $1.5 billion of 7.000% Notes due 2020 in a public offering.

Flowers Foods acquires best-in-class baking company Lepage Bakeries for $370 million
Jones Day advised Flowers Foods, Inc. in its acquisition of Lepage Bakeries, Inc., of Auburn, Maine for $370 million in cash and stock.

Eastman Chemical acquires Solutia for $4.8 billion
Jones Day advised Eastman Chemical Company, a global chemical company that manufactures and sells a broad portfolio of chemicals, plastics, and fibers, in its $4.8 billion acquisition and related $3.5 billion financing of Solutia Inc., a global leader in performance materials and specialty chemicals.

ABB acquires wireless technology company Tropos Networks
Jones Day advised ABB in its acquisition of Tropos Networks Inc., a Silicon Valley-based company that develops and markets wireless technologies and products for distribution area communication networks.

BenefitMall completes sale to Austin Ventures and merger with CompuPay
Jones Day advised BenefitMall, one of the nation's leading providers of products, services, and tools to employee benefits insurance brokers, in connection with its sale to an investor group led by Austin Ventures.

Cumulus Media to swap stations with Townsquare Media
Jones Day advised Cumulus Media in the sale of 55 stations in 11 non-strategic markets to Townsquare Media in exchange for the acquisition of 10 radio stations in two markets plus $116 million in cash.

Management of wholesome sweeteners completes sale to Arlon Food and Agriculture Partners
Jones Day acted as counsel to the management of Wholesome Sweeteners, a leader in organic and fair trade certified sweeteners, in connection with the sale of a majority of the shares to Arlon Food and Agriculture Partners, a private equity firm focused on food and agriculture.

Merial acquires Newport Laboratories
Jones Day advised Merial Limited, the animal health division of Sanofi, S.A., in its acquisition of Newport Laboratories, a leader in autogenous vaccines with a focus on swine and bovine production markets.

Sprint Nextel issues $2 billion of Notes in Rule 144A and Regulation S offering
Jones Day advised Sprint Nextel Corporation, a telecommunications company, in connection with its issuance of $1 billion of 9.125% Notes due 2017 and $1 billion of 7.000% Guaranteed Notes due 2020 in a Rule 144A and Regulation S offering.

ETS acquires MyCollegei
Jones Day advised Educational Testing Service in its acquisition of MyCollegei, a cutting-edge, user-friendly platform created to assist colleges, universities, and corporations in more effectively managing their application process.

Pagemill Partners acquired by Duff & Phelps
Jones Day advised Pagemill Partners LLC in its acquisition by Duff & Phelps Corporation.

SAP to acquire SuccessFactors for $3.4 billion
Jones Day is advising SAP AG in its acquisition of SuccessFactors, the market-leading provider of cloud-based human capital management solutions, for $3.4 billion.

Sprint Nextel issues $4 billion of Notes in Rule 144A and Regulation S offering
Jones Day advised Sprint Nextel Corporation, a telecommunications company, in connection with its issuance of $1 billion of 11.500% Notes due 2021 and $3 billion of 9.00% Guaranteed Notes due 2018 in a Rule 144A and Regulation S offering.

Cumulus Media acquires Citadel Broadcasting for $2.4 billion
Jones Day advised Cumulus Media Inc., a leading owner and operator of radio stations in the United States, in connection with its acquisition, and related financing, of Citadel Broadcasting Corporation, a Nevada-based broadcast company, for $2.4 billion, payable in cash and shares of Cumulus.

Eastman Chemical acquires Sterling Chemicals for $100 million
Jones Day advised Eastman Chemical Company in its acquisition of Sterling Chemicals, Inc. for $100 million.

VMware acquires Digital Fuel Technologies
Jones Day represented VMware, Inc. in its acquisition of Digital Fuel Technologies, Inc.


Publications

January 2012
Tax Reporting Deadline Rapidly Approaching for Incentive Stock Options and Employee Stock Purchase Rights PDF


February 2010
IRS Releases Section 409A Documentary Correction Program PDF


November 2009
IRS Begins Section 409A Audits PDF


October 2009
Executive Compensation Tax Rules May Require Year-End Planning PDF


June 2009
TARP Compensation Guidance and Other Executive Compensation Proposals PDF


February 2009
Revised Executive Compensation Requirements for Participants Under the Troubled Assets Relief Program PDF


October 2008
Putting the Brakes on Executive Pay: Executive Compensation Limitations for Financial Institutions Participating in the Troubled Assets Relief Program under the Emergency Economic Stabilization Act of 2008 PDF


February 2008
IRS Changes Position on Key Section 162(m) Issue PDF


October 2007
Section 409A Respite: IRS Grants One-Year Delay PDF


September 2007
IRS Issues Limited "Relief" to Bring Documents into Compliance with Section 409A Regulations PDF


April 2007
IRS Issues Long-Awaited Final Section 409A Regulations PDF


October 2006
Section 409A Update: IRS Extends Transition Relief Until December 31, 2007 PDF


June 2006
Employment Agreements and Severance Arrangements – Section 409A’s Impact, The Corporate Compliance & Regulatory Newsletter


April 2006
Section 409A’s Impact on Employment Agreements and Severance Arrangements PDF


February 2006
Section 409A’s Impact on Private Companies PDF


October 2005
IRS Misses Opportunity to Simplify Section 409A Rules PDF


September 2003
Executive Compensation Tax Update: Final Golden Parachute Regulations and More PDF


Speaking Engagements

June 12, 2007
Living With 409A - The Tax Law that Ate the World Webinar

June 2006
Section 409A: New Tax Rules for Nonqualified Deferred Compensation, American Bar Association Tampa, Florida


Education

University of Virginia (J.D. 1985; Order of the Coif; Articles Editor, Tax Review; B.S. 1982)

Bar Admissions

Ohio and Georgia


Areas of Focus

Employee Benefits & Executive Compensation
Tax
Executive Compensation
Employee Benefits in Mergers & Acquisitions, including Private Equity

Honors & Distinctions

US Legal 500 (2009)

Overview
RelSci Relationships

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Partner at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Partner-in-Charge, Southern Region at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Chair, Mergers & Acquisitions Practice at Jones Day

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Partner at Jones Day

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Co-Chair, Employee Benefits & Executive Compensation Practice Group at Jones Day

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Career History
Partner
Current

Jones Day LP provides legal services. The company's practice areas include banking and finance, capital markets, mergers & acquisitions, real estate, government regulations, tax, financial institutions litigation and regulation, business restructuring, and private equity. It offers services to the airlines, aviation, automotive, construction, energy, healthcare, insurance, media, pharmaceuticals and telecommunication industries. Jones Day was founded in March 1893 by Edwin J. Blandin and William Lowe Rice and is headquartered in Cleveland, Ohio.

Non-Profit Donations & Grants

Learn how non-profit organizations benefit from RelSci
$1 - $249
2015

THE UNIVERSITY OF VIRGINIA LAW SCHOOL FOUNDATION'S PRIMARY PURPOSE IS TO RECEIVE, MANAGE AND EXPEND FUNDS FOR THE BENEFIT OF THE UNIVERSITY OF VIRGINIA SCHOOL OF LAW.

$1 - $249
2014

THE UNIVERSITY OF VIRGINIA LAW SCHOOL FOUNDATION'S PRIMARY PURPOSE IS TO RECEIVE, MANAGE AND EXPEND FUNDS FOR THE BENEFIT OF THE UNIVERSITY OF VIRGINIA SCHOOL OF LAW.

$500 - $749
2013

THE UNIVERSITY OF VIRGINIA LAW SCHOOL FOUNDATION'S PRIMARY PURPOSE IS TO RECEIVE, MANAGE AND EXPEND FUNDS FOR THE BENEFIT OF THE UNIVERSITY OF VIRGINIA SCHOOL OF LAW.

Transactions
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purchases HD Supply Holdings, Inc. /Construction & Industrial Business from HD Supply Holdings, Inc.

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Western Digital Corp. purchases Kazan Networks Corp. from Tahoma Ventures, PV Ventures LLC (Colorado), Western Digital Capital, Samsung Ventures America, Intel Capital Corp.

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Nutrien Ltd. purchases Actagro LLC from Norwest Equity Partners, Norwest Mezzanine Partners

Other Affiliations

Rory D. Lyons is affiliated with Jones Day

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