Current Employment Position(s)

Partner

Lawyer Overview

Dennis Drapkin helps direct Jones Day's Firmwide executive compensation practice. He provides continuing executive compensation advice to a number of publicly held companies and assists in the Firm's representation of many other companies.

His practice includes structuring and drafting compensation plans such as omnibus stock incentive plans, stock-based plans for directors, long-term performance plans, and deferred compensation plans as well as arrangements designed to provide security for payment of future compensation obligations. Dennis also advises on and prepares employment, golden parachute, and other forms of severance agreements for senior executives. He has extensive experience in counseling on the rules pertaining to the $1 million cap on executive pay, the tax penalties imposed on golden parachute payments, and the new rules regulating nonqualified deferred compensation. In addition, he advises companies on the executive compensation aspects of mergers, acquisitions, dispositions, and spin-offs, including change in control analyses of executive compensation arrangements. He is a frequent speaker on executive compensation topics.

Dennis's practice also includes a wide range of general tax matters. His experience covers a variety of transactions, including acquisitions and dispositions, restructurings, and financings, for both public and private companies.

Dennis has been chair of the ABA Section of Taxation and was formerly its vice chair for professional services. He currently chairs the Tax Section's Task Force on Patenting Tax Strategies. He is a trustee of the American Tax Policy Institute, a member of The American Law Institute, and a Fellow of the American College of Tax Counsel. He is listed in Who's Who Legal, The Best Lawyers in America, and Texas Super Lawyers and has been named as one of the top tax lawyers in the United States by Euromoney/International Tax Review.

Dennis has been active in alumni affairs for Dartmouth College. He has served on its Alumni Council, Nominating and Alumni Trustee Search Committee, Joint Committee on Alumni Governance and Trustee Nominations, and Committee on Trustees. He is a member of the Executive Committee of the Dartmouth Club of Dallas.

Areas of Practice

• Tax
• Mergers & Acquisitions/Tax
• Private Equity/Tax
• Employee Benefits & Executive Compensation
• Compensation & Benefits Counseling for Employers
• Executive Compensation

Representative Cases

• Acquisition by Cendant
• Acquisition by Consolidated Electrical Distributors, Inc.
• Acquisition by Harvest Partners
• Acquisition by Intel
• Acquisition by Investor Group
• Acquisition by Laidlaw
• Acquisition by Leonard Green & Partners
• Acquisition by MCI WorldCom
• Acquisition by URS Corporation
• Acquisition of Interest in Alexia Foods
• Acquisition of M/A/R/C
• Acquisition of MedGrup
• Acquisition of Meguiar’s, Inc.
• Acquisition of National Convenience Stores
• Acquisition of New Bristol Farms, Inc.
• Acquisition of Shaw's Supermarkets, Inc.
• Acquisition of United Wire and Southwestern Wire Cloth
• Change in Structure to a Top Holding Company Format
• Consolidation with Levitz Furniture
• Corporate formation and technology licensing
• Creation of Web Site Portal Company
• May Department Stores Merger
• Merger with Critical Path
• Merger with Kerr-McGee
• Merger with Ultramar
• Merger with Valero Energy
• Merger-of-Equals with Geon
• Public Offering of Senior Subordinated Notes
• Recapitalization of All-In-One Products and USA Printing & Mailing, LLC
• Rule 144A Senior Notes Offering
• Sale of Direct Marketing Services Business
• Sale of Direct Trading Corporation to Knight Trading Group, Inc.
• Sale of Eckerd
• Spin-off of non-core businesses followed by IPO

West Practice Categories

Affirmative Action -- Employee, Americans with Disabilities Act -- Employee, Banking & Finance Law, 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, 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

• New York
• Texas

Education

• Yale University

Published Works

• Revised Executive Compensation Requirements for Participants Under the Troubled Assets Relief Program, 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
• IRS Changes Position on Key Section 162(m) Issue, 2008
• 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
• Stock Option Timing: The Scrutiny Intensifies, 2006
• American Jobs Creation Act of 2004 changes the tax rules applicable to nonqualified deferred compensation plans, 2004
• Confronting the Biggest Elephant in the Boardroom -- Executive Compensation, 2003
• Executive Compensation Tax Update: Final Golden Parachute Regulations and More, 2003
• New Golden Parachute Regulations, 2002

Address

2727 North Harwood Street
Dallas, TX 75201-1515

Phones

1.214.969.4850 (Business Phone)

Faxes

1.214.969.5100 (Business Fax)

Emails

Contact Us (Business Email)

Websites

http://www.jonesday.com