Cornell, John R.

Current Employment Position(s)

Partner

Lawyer Overview

With 40 years of experience, John Cornell provides 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. He has been the lead benefits and compensation attorney in restructuring matters when corporations and other entities prepare for, enter, and emerge from chapter 11 proceedings under the Bankruptcy Code.

John handled the benefits and compensation aspects of the recent restructuring of Chrysler LLC, and the emergence of the new entity, Chrysler Group LLC. He is also active on restructuring matters for Metaldyne and other companies in the automotive and basic manufacturing industries. John's experience includes the 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 compensation programs covering key executives of companies in financial distress, including advising with respect to compliance under U.S. Treasury's Troubled Assets Relief Program. His other representative bankruptcy matters include the reorganizations of Dana Corporation, Kaiser Aluminum, and LTV Corporation, among others.

John is the lead author of Employee Benefits and Executive Compensation in Corporate Bankruptcy, a Collier Monograph published in 2008. He is a member of the ABA's Business Law and Taxation Sections and the Maine State Bar Association, a trustee emeritus of Colby College, and a former overseer and president and chair of the college's Alumni Association.

Areas of Practice

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

Representative Cases

• Alliant Techsystems acquires Thiokol Propulsion
• CalEast acquires CenterPoint Properties Trust for $3.4 billion , (2009)
• Chrysler sold to Fiat-led "New Chrysler" after historic court proceedings , (2009)
• Clothestime and five subsidiaries reorganize
• Dana Corporation issues stock to Centerbridge Capital Partners
• Dana Corporation negotiates the sale of products groups
• Dana Corporation obtains Global Settlement and creates VEBA trusts for retiree health care benefits , (2009)
• Dana Corporation successfully reorganizes in U.S. and U.K. in "Deal of the Year" , (2009)
• Ernst & Young International sells management consulting business to Cap Gemini Group for $11.7 billion
• Federated Department Stores and affiliates reorganize in chapter 11 , (2009)
• FLYi Inc. and Independence Air file for bankruptcy with $455 million in debt , (2009)
• Foster's Brewing Group acquires Beringer Wine Estates for $1.5 billion
• France Télécom S.A. acquires Equant for $6.4 billion , (2009)
• Fruehauf Trailer files for chapter 11
• GenCorp acquires Atlantic Research propulsion business
• GenCorp sells Aerojet-General Electronic and Information Systems
• Globalstar sells majority stake to Thermo Capital Partners
• Goode Partners invests in Strike Holdings
• Granville Baird Capital Partners receives advice in the $42.5 million buyout of Armor Group
• Hachette Livre S.A. acquires Time Warner Book Group for $537 million , (2009)
• Harry & David sells Jackson & Perkins business
• Hewitt Associates acquires Exult
• HQ Global Holdings and its affiliates file for chapter 11 involving more than $500 million in debt
• IMG Worldwide acquired by Forstmann Little for $750 million , (2009)
• inChord Communications acquired by Ventiv Health for $185 million
• International accounting and legal professional service partnerships seek advice on retirement and welfare benefits , (2009)
• International Automotive Components Group acquires Lear's North American Interior Systems Division for $150 million , (2009)
• International Automotive Components Group acquires Soft Trim for $134 million , (2009)
• International Power America acquires portfolio of peaking generation facilities , (2009)
• International Steel Group merges with Ispat International
• James River Coal successfully reorganizes , (2009)
• Kaiser Aluminum and twenty of its subsidiaries emerge successfully from chapter 11 protection , (2009)
• Kaiser Aluminum sells Alumina Partners of Jamaica interest to Hydro Aluminum
• Kirtland Capital acquires Instron Corporation
• LTV and Copperweld, leading integrated U.S. producers of steel, file for chapter 11 , (2009)
• LTV Corporation sells integrated steel assets to WL Ross & Co.
• Nextel merges with Sprint and resolves related disputes involving put shares and branding issues , (2009)
• Oceans Casino Cruises restructures $36 million loan
• OMI acquired by Teekay and TORM for $2.2 billion
• Pernod Ricard sells Orangina-Pampryl soft drinks business to Cadbury Schweppes
• Procter & Gamble acquires HDS Cosmetics Lab
• R.H. Donnelley acquires Dex Media
• R.H. Donnelley acquires SBC Communications' directory publishing business , (2009)
• R.H. Donnelley acquires Sprint Corporation's directory publishing business
• R.J. Reynolds Tobacco acquired Santa Fe Natural Tobacco
• R.J. Reynolds Tobacco combines with BAT's Brown & Williamson to form Reynolds American , (2009)
• Reader's Digest completes $2.0 billion sale to Ripplewood investor group , (2009)
• Reynolds American seeks advice on retirement and welfare benefits
• RJR seeks representation in appointment of an independent fiduciary for company stock
• Roadway acquires Arnold Industries , (2009)
• Sprint Nextel acquires outstanding shares of Nextel Partners' Class A common stock for $7.5 billion
• Sprint Nextel seeks executive compensation and stock plan counseling
• Sun Capital Partners acquires IMC Chemicals
• The BOC Group sells business unit to CCMP
• Tower Automotive retired employees reach settlement with company
• TSG Consumer Partners acquires 50% interest of Alexia Foods
• U.K. employer enters into leasing agreements with U.S. employees
• UICI completes sale to Blackstone
• Ultraframe acquires Four Seasons Solar Products
• United States Sugar Corp Management acquired by State of Florida for $1.75 billion
• USCO Logistics acquired by Kuehne & Nagel
• Verint Systems acquires Witness Systems for $950 million
• Wasserstein & Co. sells Meyer Material Company to Aggregate Industries
• Wasserstein & Co. acquires Bear Creek , (2009)
• WHX Corporation files prearranged plan of reorganization
• Williams Communications Group files for chapter 11 , (2009)
• WL Ross leads buyout of Horizon Natural Resources

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

• Colby College
• Georgetown University
• New York University

Published Works

• IRS Releases Section 409A Documentary Correction Program, 2010
• IRS Begins Section 409A Audits, 2009
• Executive Compensation Tax Rules May Require Year-End Planning, 2009
• TARP Compensation Guidance and Other Executive Compensation Proposals, 2009
• 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
• ERISA Fiduciary Law, Fiduciary Duties and Bankruptcy Chapter, 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