Current Employment Position(s)

Partner

Lawyer Overview

John Cornell advises Jones Day clients on all aspects of their executive compensation and employee benefits programs. With more than 35 years of experience, he provides both balanced judgment and technical guidance on the most difficult business and legal issues that employers face in designing and administering benefits and compensation programs and in managing those programs through business and regulatory change.

John has extensive experience in executive compensation, merger and acquisition matters, and bankruptcy matters. He has handled the negotiation and preparation of CEO and other executive officer legal employment agreements and benefits and severance arrangements, supplemental deferred compensation in retirement plans and stock options, restricted stock, and other equity and cash-based long-term incentives. He also has advised management teams, boards of directors, and compensation committees on executive compensation and change in control arrangements.

In the merger and acquisition area, John routinely handles benefits and compensation issues arising when businesses are formed, bought, or sold, having been involved in many such transactions during his Jones Day career. The transactional work covers a full spectrum of business transactions, including public company and private equity mergers, tender offers, leveraged buyouts, joint ventures, and venture capital financing.

John routinely handles the benefits and compensation issues arising in bankruptcy matters when corporations prepare for, enter, and emerge from chapter 11 proceedings under the Bankruptcy Code. His experience includes termination of underfunded defined benefit plans and retiree welfare plans and related negotiations with the Pension Benefit Guaranty Corporation, creditor groups, and other stakeholders. He is also involved in designing and implementing retention and compensation programs covering key executives and other senior management of companies in financial distress. John is coauthor of "Employee Benefits and Executive Compensation in Corporate Bankruptcy," a Collier Monograph published in July 2008.

John is a member of the ABA (business law and taxation sections) and the Maine State Bar Association. He is a frequent lecturer on ERISA fiduciary issues and pension, welfare, and compensation issues. He has written on ERISA litigation and fiduciary issues.

A trustee emeritus of Colby College, John formerly served as an overseer and as president and chair of the College's Alumni Association. He is a former trustee and treasurer of the Cleveland-San Jose Ballet, where he chaired its financial committee. He currently is a member of the National Council of the Atlantic Salmon Federation (U.S.).

Areas of Practice

• Employee Benefits & Executive Compensation
• Compensation & Benefits Counseling for Employers
• Corporate Bankruptcies
• ERISA Plan Asset Investments
• ESOPs & Other Stock-Based Plans
• Executive Compensation
• Mergers & Acquisitions/Employee Benefits & Executive Compensation
• Tax
• Wealth Management
• Metals & Mining

Representative Cases

• “Take Private” Acquisition of Instron Corporation
• In re Dana Corporation, et al., Case No. 06-10354 (BRL) (Bankr. S.D.N.Y.)
• Pension Benefit Guaranty Corporation v. WHX Corporation (S.D.N.Y.)
• Acquisition by Blackstone Consortium
• Acquisition by Forstmann Little
• Acquisition by Kuehne & Nagel
• Acquisition by Ripplewood Holdings
• Acquisition by Teekay and TORM
• Acquisition by Ventiv Health
• Acquisition of Arnold Industries
• Acquisition of Atlantic Research Propulsion Business
• Acquisition of Bear Creek
• Acquisition of Beringer Wine Estates
• Acquisition of Bethlehem Steel
• Acquisition of CenterPoint Properties Trust
• Acquisition of Dex Media
• Acquisition of Equant
• Acquisition of Exult
• Acquisition of Four Seasons Solar Products
• Acquisition of Generation Facilities and Power Pools and Related Financing
• Acquisition of HDS Cosmetics Lab
• Acquisition of Horizon Natural Resources
• Acquisition of IMC Chemicals
• Acquisition of Interest in Alexia Foods
• Acquisition of Lear's North American Interior Systems Division
• Acquisition of Santa Fe Natural Tobacco
• Acquisition of SBC Communications Inc.'s Directory Publishing Business
• Acquisition of Soft Trim
• Acquisition of Sprint Corporation's Directory Publishing Business
• Acquisition of Thiokol Propulsion
• Acquisition of Time Warner Book Group
• Acquisition of Witness Systems
• Appointment of an Independent Fiduciary for Company Stock Fund
• Buyout
• Buyout
• Chapter 11 / Case Administration
• Chapter 11 Debtor Representation
• Chapter 11 Debtor Representation
• Chapter 11 Debtor Representations
• Chapter 11 Debtor Representations
• Chapter 11 Debtor Representations
• Chapter 11 Debtor Representations
• Chapter 11 Debtor Representations , (2006)
• Chapter 11 Debtor Representations
• Chapter 11 Debtor Representations
• Chapter 11 Debtor Representations
• Chapter 11 Debtor Representations
• Company Counsel
• Company Counsel
• Company Counsel
• Company Counsel
• Company Counsel
• Formation of Reynolds American
• Investment by Centerbridge Capital Partners
• Management Buyout of Armor Group
• Merger with Ispat International
• Merger with Sprint
• Nextel Partners Acquisition
• Out-of-Court Restructurings
• Reorganization
• Sale of Aerojet-General Electronic and Information Systems
• Sale of Alpart
• Sale of BOC Edwards
• Sale of Engine Products Group
• Sale of Integrated Steel Assets
• Sale of Management Consulting Business
• Sale of U.S. Sugar Corp. to State of Florida
• Spin-off of local communications business

West Practice Categories

Affirmative Action -- Employee, Americans with Disabilities Act -- Employee, Bankruptcy Law, Business Organizations, Corporate Taxation, Employee Retirement Income Security Act (ERISA) -- Employee, Employee Rights -- Employee, Employment Contracts -- Employee, Employment Discrimination -- Employee, Employment Law -- Employee, Employment Law -- Employer, Estate & Gift Taxation, Excise Taxes, Family Medical Leave Act (FMLA) -- Employee, Federal Employer,'s Liability Act (FELA) -- Employee, Income Taxation, International Taxation, Mergers, Acquisitions & Divestitures, Municipal Employment -- Employee, Occupational Safety & Health Act (OSHA) -- Employee, Payroll Taxes, Pensions, Benefits & Compensations -- Employee, Pensions, Benefits & Compensations -- Employer, Property (Ad Valorem) Taxes, Sales & Use Taxes, Sexual Harassment -- Employee, Taxation Law, Wage & Hour Laws -- Employee, Whistleblower -- Employee, Worker Adjustment and Retraining Notification (WARN) Act -- Employee, Wrongful Termination -- Employee

Bar Admissions

• Maine
• New York

Education

• Georgetown University

Published Works

• Revised Executive Compensation Requirements for Participants Under the Troubled Assets Relief Program, 2009
• 2009 Proxy Season Update: RiskMetrics FAQs Regarding Updated 2009 Compensation Policies, 2009
• 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, 2008
• Collier Monograph: Employee Benefits and Executive Compensation in Corporate Bankruptcy, 2008
• IRS Changes Position on Key Section 162(m) Issue, 2008
• ERISA Litigation Chapter, Business Law Section, 2007 Annual Review of Developments in Business and Corporate Litigation, ABA, 2007
• Section 409A Respite: IRS Grants One-Year Delay, 2007
• IRS Issues Limited "Relief" to Bring Documents into Compliance with Section 409A Regulations, 2007
• IRS Issues Long-Awaited Final Section 409A Regulations, 2007
• Section 409A Update: IRS Extends Transition Relief Until December 31, 2007, 2006
• Family Offices Not Exempted from Hedge Fund Registration, 2006
• ERISA Litigation Chapter, Business Law Section, 2006 Annual Review of Developments in Business and Corporate Litigation, ABA, 2006
• Recent Developments in Family Wealth Taxation, 2005
• The U.K. Pensions Act 2004: Risks and Liabilities for International Investors, 2005

Address

222 East 41st Street
New York, NY 10017-6702

Phones

1.212.326.8332 (Business Phone)

Faxes

1.212.755.7306 (Business Fax)

Emails

Contact Us (Business Email)

Websites

http://www.jonesday.com