Justin Johnson didn’t always think that M&A would be the focus of his law career.
Like many, the Tulsa, Oklahoma, native entered law based on what he had seen from the depictions of lawyers in movies and television during his childhood, many of which focused on criminal cases.
”Growing up, most of my exposure to lawyers was through TV, [and] seeing criminal lawyers in court. I went into law school wanting to do criminal defense,” said the EVP, GC, and corporate secretary at Jacobs, who graduated from Dartmouth in 2003 and received his law degree from Stanford in 2006.
So, during his college years, that’s what he primarily pursued. He interned at Georgetown Law School’s criminal justice clinic, primarily working on criminal defense cases as an undergraduate. And while in law school, he also spent a summer doing felony appeals for indigent clients.
However, during his 2L summer internship at a major New York law firm, Johnson accepted an assignment that significantly changed his career trajectory.
”I said ‘yes’ to a random assignment, and that was my first real exposure to M&A; I quickly realized that was my true passion. I think it was the pace, complexity and excitement of deals that attracted me to M&A,” Johnson said.
That led Johnson to look for roles heavily focused on work involving M&A, which eventually led to his efforts last year being recognized by the Association of Corporate Counsel’s DFW Chapter and The Texas Lawbook.
Johnson has been selected as one of two finalists for the 2024 DFW M&A Deal of the Year Award. ACC-DFW and The Lawbook will recognize him and other finalists and honorees at the 2024 DFW Corporate Counsel Awards ceremony, which will be held on Jan. 30 at the George W. Bush Institute.
His first job out of law school was at Sullivan & Cromwell as an associate, where he stayed for five years, then as a corporate associate with Kaye Scholer for two years and as counsel at Hogan Lovells for another two, with each role based in Los Angeles and heavily focused on the deal space.
”When I worked at firms in L.A., I focused on M&A, securities, public company governance and finance,” Johnson said.
During his time with these firms, Johnson gained valuable experience learning the ins and outs of M&A. However, he slowly began to realize that he preferred working with repeat clients, getting to know their business at an in-depth level and working with people beyond just their legal team.
“Justin not only brings deep expertise in corporate law, but he also understands the business at a granular level, which allows him to navigate complex legal matters while aligning legal strategy with company goals,” said Patrick Brown, the managing partner of Sullivan & Cromwell’s Los Angeles office. “I’ve witnessed all of this firsthand on many occasions. He has a calm confidence to his manner and approach to projects and issues; no matter the complexity of the matter, his solutions are consistently grounded in practical business realities and getting to a commercial solution. Justin epitomizes grace under pressure.”
Johnson also felt he could contribute to clients’ long-term corporate strategies rather than simply completing one deal with them and moving on.
These emotions and feelings eventually led him out of the world of Big Law to search for an in-house role.
That search ultimately led him to a new position as senior counsel at Dallas’ Vistra Energy, formerly Energy Future Holdings.
”In 2016, I was looking to move to Dallas from L.A. to be closer to family. At that time, Vistra was reorganizing, separating its main two businesses and becoming public. So, it was an exciting time to join the company, as it allowed me to continue working on complex M&A and SEC compliance work while learning a new industry,” Johnson said.
However, Johnson only spent a little under a year at the company because a new opportunity to work in-house for Jacobs, an end-to-end service provider in several different industries, presented itself as an opportunity too good for him to pass up.
”I’m always wanting to do interesting and challenging work alongside great people. At the time, Jacobs had a new CEO and was about to embark on a series of transformational M&A transactions as part of its new corporate strategy, which fit with my goals and background. I came in as the head of the corporate group in legal and was able to build a great team. Also, Jacobs operates globally, with a major presence in Europe, the Middle East, Australia and Southeast Asia, in addition to North America, which is something I was looking for,” Johnson said, officially joining the team in 2017.
Since joining Jacobs, Johnson has accomplished a lot, but one milestone he holds close was being promoted to GC in early 2021.
”When I was promoted to General Counsel, I spent a lot of time assembling the legal leadership team. Through a combination of internal promotions and bringing in new leaders from outside Jacobs, we have the right leaders in the right roles. Seeing them and their teams excel and support the company globally makes me extremely proud of our legal team,” Johnson said.
“Justin is an exceptional General Counsel and leader because of his genuine care for people, his thoughtful approach to leadership, and his ability to balance strategic vision with operational excellence,” said Jacobs Deputy General Counsel & Senior Vice President Chasity Henry, who joined Jacobs in March 2022. “His focus on people is evident in his emphasis on listening, championing ideas, and fostering collaboration across Jacobs’ global legal department.”
Johnson is especially proud of Jacobs’ staunch commitment to diversity on its legal team. “Our department is diverse, with 66 percent female and representation of diverse backgrounds, including veterans, gender, race, ethnicity, LGBTQ+ and geographic,” said Johnson, adding that he doesn’t “have much sympathy for excuses” from outside firms “that are failing” in this endeavor.
“Ask any attorney who is a member of an underrepresented group, and they will quickly identify steps that firms can take to increase diversity in the areas of recruitment, training and development, retention, culture, and compensation and partnership structures,” said Johnson. “Clients need to continue to be vocal about our expectations and hold firms we hire accountable.”
Henry says that one of Johnson’s key attributes as a leader is “his ability to build diverse and complementary teams.”
“He recognizes that everyone brings unique strengths to the table and that varied perspectives lead to better solutions,” she said. “By deliberately seeking out team members with different skills and backgrounds, Justin has cultivated a culture of innovation and adaptability that benefits both the department and the company.”
Perhaps Johnson’s most significant contribution to the team is the many significant deals he and his 130-lawyer legal department have navigated.
Some of the more notable deals he and his team have been involved in include its transformative acquisition of the Denver-based engineering consultancy CH2M Hill for $3.3 billion in 2017. That was followed in 2019 by the acquisition of security solutions provider KeyW for $815 million, headquartered in Hanover, Maryland.
Johnson and his team also helped the firm divest its legacy oil and gas business to Worley in 2019 for $3.3 billion, aided in the acquisition of the U.K.’s Wood Nuclear for $325 million in 2020 and helped it acquire a controlling stake in the U.K.’s PA Consulting in 2021.
Inside a Complex Deal
But no deal Johnson has worked on may be as significant as the one he helped close in Sept. 2024, an event and transaction Johnson considers one of the most challenging he’s ever dealt with.
The deal saw Jacobs complete a spin-off of its critical mission solutions and cyber and intelligence government services businesses, merging them into Virginia-based Amentum to form an independent, publicly traded company valued at $13 billion.
”The deal was the most complex of his 18-year legal career,” said Sara Garcia Duran, an M&A-focused partner at Sidley Austin, who nominated Johnson for the 2024 DFW M&A Deal of the Year Award.
Once the decision to spin-off the businesses was announced in May 2023, Jacobs began to receive a significant number of inquiries from outside firms expressing interest in both its critical mission solutions business and its cyber and intelligence businesses.
The two businesses accounted for $4.4 billion of Jacobs’ $16 billion in annual revenue and 20,000 of its 60,000 employees. With this new outside interest from a handful of firms, the management team and board needed to consider whether a straightforward spin-off was still advisable, or even possible.
“This then required the board to evaluate a variety of alternative structures, from a traditional sale to a Reverse Morris Trust transaction to a pure spin-off. That’s not a straightforward analysis, as you’re not just comparing a purchase price and versions of the same agreement,” Johnson said.
In addition to considering which structure would be the most efficient in this process, Johnson and the firm also had to assess the value of shares its shareholders would receive in an RMT or spin-off transaction, purchase prices and regulatory approvals.
The group also had to consider the time it would take to close the deal, as the firm wanted it to close near the end of its fiscal year to provide an efficient cutover for accounting and reporting purposes.
”Ultimately, the board concluded that the RMT was the best alternative,” Johnson said.
Following board approval of the RMT, Jacobs then had to obtain SEC, antitrust, foreign direct investment and national security clearances, alongside a private letter ruling from the IRS.
“Justin’s ability to help guide Jacobs legal teams through highly complex transactions has been integral to the company’s ongoing success. Over the last few years, Jacobs has gone through some significant changes,” said Sullivan & Cromwell’s Brown. “Justin’s leadership was integral to the success of this transaction.”
With the deal becoming more complex — by now a merger, an IPO, an integration and a carve-out all-in-one deal — Johnson and his legal team knew they’d need to bring in a handful of firms to complete the transaction.
Henry said Johnson is a “master of balance” who remains calm in complex or high-pressure situations. “He pairs his extensive expertise in areas like M&A and corporate governance with a people-centered approach to leadership. He listens actively, champions good ideas, and trusts his team to execute solutions that benefit the department and the company.”
When bringing in outside legal counsel, Johnson says he typically considers several characteristics.
”We look for firms that not only have the relevant expertise but who get to know our business and risk tolerance and that feel like they are an integrated team with the Jacobs legal department. Whether it is a litigation or corporate matter, our internal lawyers are actively involved in the day-to-day with outside counsel, so that partnership has to work well,” Johnson said, noting he also looks to work with firms with diverse teams and ones that work efficiently.
Given the intricacies of this transaction and the board’s heavy involvement, Johnson felt it was critical to bring in a team of significantly experienced lawyers with whom Jacobs’ board and management were already familiar and comfortable.
”Wachtell served as deal counsel, with David Katz having been a long-time advisor to our board. Sullivan & Cromwell, our existing SEC counsel, handled the Form 10 process with the SEC. Dentons supported us globally with government contracts, antitrust, foreign direct investment and export control matters,” Johnson said.
Johnson also tasked himself with ensuring that the process remained organized, which included bringing on an engineer from Jacobs’ business team to help manage the legal team and aid in a smooth process overall.
With outside counsel in place, Johnson, the Jacobs board and the management team were finally able to work through the intricacies of the deal and close it on the last day of its fiscal year.
The result was a transformational spin-off of its critical mission solutions and cyber and intelligence government services businesses into publicly traded Amentum Holdings Inc. — and it wouldn’t have been possible without Johnson’s steady and inspiring leadership, said Henry.
“Justin’s people-first philosophy has not only enhanced the operational effectiveness of the legal department but also cultivated a culture of trust, inclusivity, and innovation,” she said. “He provides the resources and autonomy they need to succeed while maintaining high expectations. His ability to remain calm, organized, and thoughtful — especially during situations like the Amentum transaction — further underscores his value as a leader. Justin leads with empathy, empowers his team, and inspires excellence, making him a remarkable general counsel and an exceptional role model.”
FUN FACTS: Justin Johnson
- Favorite book: To Kill a Mockingbird – it was one of the earlier portrayals of a lawyer standing up for the underdog that I encountered
- Favorite music group: That’s a hard one to narrow down, but probably currently, Dua Lipa
- Favorite movie: La La Land
- Favorite restaurant and food at that restaurant: Alleno in Paris, a dish with caviar and langoustines
- Favorite beverage: I love Champagne
- Favorite vacation: Beach vacation in the Maldives
- Who is your hero in life and why? My grandmother – I learned a lot of life lessons from her while she taught me how to cook all the family recipes and how to play dominos (beating me every time)