Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the inclusion in the Current Report on Form 8-K of Rock-Tenn Company pertaining to the announcement of the consummation of the merger transaction between Rock-Tenn Company and Smurfit-Stone Container Corporation and to the incorporation by reference in the following Registration Statements:
| | (i) | the Registration Statement (Form S-8 No. 333-77237) pertaining to the Rock-Tenn Company 1993 Employee Stock Purchase Plan, the Rock-Tenn Company 1993 Employee Stock Option Plan, the Rock-Tenn Company 1988 Stock Option Plan and the Rock-Tenn Company 1987 Stock Option Plan; |
| | (ii) | the Registration Statement (Form S-8 No. 33-83304) pertaining to the Rock-Tenn Company 1993 Employee Stock Option Plan, the Rock-Tenn Company 1993 Employee Stock Purchase Plan, the Rock-Tenn Company Incentive Stock Option Plan, and the Rock-Tenn Company 1987 Stock Option Plan; |
| | (iii) | the Registration Statement (Form S-3 No. 333-62338) of Rock-Tenn Company and in the related Prospectus pertaining to the registration of $300,000,000 of debt securities; |
| | (iv) | the Registration Statement (Form S-8 No. 333-104870) pertaining to the Rock-Tenn Company Supplemental Retirement Savings Plan; |
| | (v) | the Registration Statement (Form S-8 No. 333-113212) pertaining to the Rock-Tenn Company 1993 Employee Stock Purchase Plan; |
| | (vi) | the Registration Statement (Form S-8 No. 333-62346) pertaining to the Rock-Tenn Company 1993 Employee Stock Purchase Plan, the 2000 Incentive Stock Plan, and the Rock-Tenn Company 2004 Incentive Stock Plan; |
| | (vii) | the Registration Statement (Form S-8 No. 333-122745) pertaining to the Rock-Tenn Company 2004 Incentive Stock Plan; |
| | (viii) | the Registration Statement (Form S-3 No. 333-133986) of Rock-Tenn Company and in the related Prospectus pertaining to the registration of $500,000,000 of debt securities, Preferred Stock and Class A Common Stock |
| | (ix) | the Registration Statement (Form S-8 No. 333-140597) of Rock-Tenn Company pertaining to the 1993 Employee Stock Purchase Plan and the Rock-Tenn Company 2004 Incentive Stock Plan; and |
| | (x) | the Registration Statement (Form S-8 No. 333-163162) of Rock-Tenn Company pertaining to the Rock-Tenn Company 2004 Incentive Stock Plan |
of our reports dated February 15, 2011, with respect to the consolidated financial statements of Smurfit-Stone Container Corporation and the effectiveness of internal control over financial reporting of Smurfit-Stone Container Corporation, included in its Annual Report (Form 10-K, as amended by Form 10-K/A) for the year ended December 31, 2011, as amended, filed with the Securities and Exchange Commission.
St. Louis, Missouri
May 26, 2011
