Daniel C.Hagen (Dan)

Of Counsel

克利夫兰 + 1.216.586.7159

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Dan Hagen has more than 30 years of experience advising boards and senior management teams on executive compensation matters. His practice focuses on equity and other incentive compensation plans and employment and change in control programs for companies' leadership teams. Dan helps companies with compensation programs that create incentives for senior executives to execute on strategic corporate objectives and enhance value for shareholders and other stakeholders and that stabilize and incent management teams through strategic transactions. He has assisted companies through hundreds of mergers, divestitures, restructurings, and other transformational transactions, providing practical solutions to the difficult problems that arise in strategic transactions and managing the intricate tax, corporate and securities law, ERISA (Employee Retirement Income Security Act), and related rules that affect compensation programs in these settings.

Dan's recent transactions and restructurings include Reynolds American's $27.4 billion acquisition of Lorillard, the $5 billion disposition of its Natural American Spirit International businesses to JT Group, and its acquisition by British American Tobacco Plc at a value exceeding $90 billion; Exelis' acquisition by Harris Corporation for $4.8 billion; the sale of a majority interest in OE Connection to Providence Equity Partners; and the proposed sale of Oncor Electric to SEMPRA at an enterprise value of approximately $11.25 billion.

Dan is a member of the Board of Trustees of Baldwin Wallace University and chairs the Compensation and Enrollment Management Committees at Baldwin Wallace. He coauthored the Collier Monograph Employee Benefits and Executive Compensation in Corporate Bankruptcies.

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经验

  • MEDHOST sells company to N. Harris Computer CorporationJones Day advised MEDHOST, Inc., a leading electronic health record solution provider, in its sale of the company to N. Harris Computer Corporation, a wholly-owned subsidiary of Constellation Software, Inc.
  • BAT invests in Charlotte’s WebJones Day advised BAT Group in its investment in Charlotte's Web Holdings, Inc., the market leader in hemp-derived cannabidiol (CBD) wellness products.
  • OGE Energy being advised in unit-for-unit merger of Enable Midstream Partners LP by Energy Transfer LP for $7.2 billionJones Day advised OGE Energy Corp. ("OGE") in connection with the acquisition of Enable Midstream Partners LP by Energy Transfer LP in a unit-for-unit merger transaction valued at $7.2 billion.
  • AbbVie acquires Mitokinin, Inc.Jones Day advised AbbVie Inc. in its exclusive right to acquire Mitokinin, Inc., a biotechnology company developing PINK1-targeted therapeutics for the treatment of neurodegenerative diseases, following completion of IND enabling studies on Mitokinin's lead PINK1 compound.
  • LORD Corporation acquired by Parker Hannifin for $3.675 billionJones Day advised LORD Corporation in its $3.675 billion acquisition by Parker Hannifin Corporation.
  • Supplier of automotive components and systems amends and extends existing asset-based global revolving credit facilityJones Day represented a leading global supplier of automotive components and systems in connection with the amendment and extension of its existing asset-based global revolving credit facility, including a Canadian revolving credit subfacility and European receivables securitization.
  • Patrón Tequila acquired by BacardiJones Day advised Patrón Spirits International AG ("Patrón") in connection with the acquisition by Bacardi Limited of all of the issued and outstanding shares of Patrón.
  • International Automotive Components Group completes refinancing of Senior Secured NotesJones Day advised International Automotive Components Group, S.A., a leading global supplier of automotive components and systems, in connection with the issuance of $215 million of Senior Secured Notes due 2023 to Gamut Capital Management, L.P. in a private placement.
  • Mill Creek forms joint venture with ASRS to acquire all outstanding sharesJones Day advised Mill Creek Residential Trust LLC and its management team in the acquisition of all the outstanding shares of Mill Creek by the Arizona State Retirement System and the management team.
  • The Carlyle Group sells Signode Industrial Group Holdings to Crown Holdings, Inc. for $4 billionJones Day advised The Carlyle Group and its affiliates in connection with the sale of Signode Industrial Group Holdings (Bermuda) Ltd., a leading global provider of transit packaging systems and solutions, to Crown Holdings, Inc., a worldwide leader in the design, manufacture and sale of packaging products for consumer goods, for an aggregate purchase price of up to $4 billion.
  • Sempra Energy acquires indirect interest in Oncor Electric, valuing Oncor Electric at $18.8 billion in enterprise valueJones Day advised Oncor Electric Delivery Company LLC in its $18.8 billion total enterprise value disposition of Oncor Electric Delivery Company ("Oncor") under which a newly formed subsidiary of Sempra Energy acquired 100 percent of the equity of reorganized Energy Future Holdings Corp. (“EFH”), and certain of its direct and indirect subsidiaries, including EFH’s approximately 80 percent indirect interest in Oncor.
  • FirstEnergy raises $1.616 billion in private placement of Convertible Preferred StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $1.616 billion of Series A Convertible Preferred Stock in a private placement to affiliates of Elliott Management Corporation, Bluescape, and GIC.
  • FirstEnergy raises $850 million in private placement of Common StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $850 million of Common Stock in a private placement to funds affiliated with Zimmer Partners, LP.
  • GE sells industrial solutions business to ABB for $2.6 billionJones Day advised General Electric Co. with respect to labor, employment, and employee benefits matters in connection with the sale of GE's industrial solutions business to Switzerland-based ABB for $2.6 billion.
  • Auria Solutions obtains $350 million credit facilityJones Day advised Auria Solutions USA Inc., a supplier of soft trim and acoustical products for the automotive industry, in connection with a $350 million facility with Bank of America, N.A., as administrative agent. The new credit facility consisted of a $100 million term loan, a $150 million revolving credit facility, and a $100 million delayed draw term loan, and was made in connection with long-time client International Automotive Components Group North America LLC's spin-off of its soft-trim business into a joint venture with Shanghai Shenda Co., Ltd.
  • International Automotive Components and Shanghai Shenda complete joint venture transaction forming AuriaJones Day advised International Automotive Components Group S.A. ("IAC") in the formation of Auria Solutions Ltd., a new global supplier of soft trim and acoustical products for the automotive industry and joint venture with Shanghai Shenda Co. Ltd. ("Shenda") .
  • Verizon sells its cloud and managed hosting service to IBMJones Day advised Verizon Communications, Inc. in the sale of its cloud and managed hosting service to International Business Machines Corporation.
  • EagleTree Capital acquires CORSAIR for $525 millionJones Day advised EagleTree Capital in connection with the acquisition and related financing of CORSAIR, a world leader in high-performance PC components, gaming peripherals, and enthusiast memory, from Francisco Partners for $525 million.
  • Orchestra Prémaman attempted acquisition of Destination Maternity CorporationJones Day advised Orchestra Prémaman S.A. in connection with its attempted acquisition of Destination Maternity Corporation, which would have created a leading global provider of maternity apparel, childrenswear, and baby hard goods.
  • Reynolds American acquired by British American Tobacco Plc in deal valued at $49 billionJones Day advised Reynolds American Inc. ("RAI") regarding the acquisition by British American Tobacco, p.l.c. ("BAT") of 57.8 percent of the outstanding shares of RAI not owned by BAT and its affiliates in a transaction valued at $49 billion.
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    March 2021 Alert

    SEC Settlement with Company, Ex-CEO Signals Continued Focus on Executive Perks

    January 2017 Commentary

    ISS Issues 2017 Summary Proxy Voting Guidelines

    April 2016 Commentary

    Questioning Recent ISS Study on the Impact of Board Leadership Structures on CEO Pay

    2016年4月 法律评论

    关于机构股东服务公司（ISS）近期对董事会领导结构对CEO薪酬影响的研究的质疑（英文版）

    August 2015 Video

    Employee Benefits and Executive Compensation Trends

    July 2015 Commentary

    SEC Proposes Dodd-Frank Act Clawback Rules

    June 2014 Commentary

    Fifth Third Bancorp v. Dudenhoeffer: Supreme Court Rejects "Presumption of Prudence" for Stock Drop Cases

    June 2014 Commentary

    Deciding Whether to Play or Pay Under the Affordable Care Act - 2014 Updates

    July 2013 Commentary

    The Supreme Court's DOMA Decision: Impact of the Changing Definition of "Spouse" on Employee Benefits

    July 2013 Alert

    "Play or Pay" Employer Mandate Delayed Until 2015; No Change to Effective Date for Most Other Affordable Care Act Requirements
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    其他出版物

    • October 2010
      Collier Monograph: Employee Benefits and Executive Compensation in Corporate Bankruptcy (Second Edition)
    • July 2008
      Collier Monograph: Employee Benefits and Executive Compensation in Corporate Bankruptcy

    • December 5, 2013
      Employees Benefits and Executive Compensation, Cleveland Tax Institute
    • December 6, 2011
      Executive Compensation: Emerging Issues & Preparing for 2012
    • May 20, 2010
      Federal Health Care Reform--Effects on Employers; Tax Executives Institute, Inc., Cleveland Chapter

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