Working with both issuers and underwriters, Jay has represented clients in connection with initial public offerings (IPOs), follow-on and secondary offerings, at-the-market (ATM) programs, tender offers, SPACs, de-SPACs, and mergers and acquisitions involving companies in a wide range of industries, including healthcare, real estate (REITs), retail, life sciences, defense and restaurant.
He counsels clients on complex disclosure issues related to deal-making and leads them through important compliance, regulatory and capital-raising specifics.
Prior to joining the firm, Jay was a partner with and led the capital markets practice at a Nashville-based firm. Jay returned to private practice in 2012 after serving five years in the SEC Division of Corporation Finance.
While at the SEC, Jay led a team of attorneys, economists and accountants charged with implementing interagency rulemaking. He also reviewed public company filings for federal securities law compliance.
Nationally recognized in the securities bar, Jay currently serves as the chair of the American Bar Association’s Federal Regulation of Securities Committee with approximately 2,500 members. He previously served as chair of its Annual Review of Securities Law Subcommittee.
Capital Markets and M&A
Advising companies and underwriters in debt and equity transactions, including IPOs, SPACs and de-SPAC transactions, follow-on offerings, and Rule 144A and institutional private placements as well as in transactional matters, including spinoffs, tender offers, and mergers and acquisitions.
SEC Disclosure and Corporate Governance
Counseling companies on a variety of SEC disclosure, corporate and securities matters, including advising boards of directors and audit committees on public company disclosure and stock exchange listing requirements, the Sarbanes-Oxley Act, and governance.
Structured Finance
Serving as securitization counsel in SEC-registered offerings of commercial mortgage-backed securities (CMBS) and in other structured finance asset classes, as well as serving clients in the implementation of SEC rules related to asset-backed securities, such as Reg AB 2 and risk retention.
Professional and Community Involvement
Chair, American Bar Association Business Law Section’s Federal Regulation of Securities Committee
Member, American Bar Association Business Law Section’s Securities Registration and Corporate Governance Subcommittee
Member, National Association of Real Estate Investment Trust Government Relations Committee
Member, American Health Law Association
Former chair, American Bar Association Business Law Section’s Annual Review of Securities Law Subcommittee
Honors
IFLR1000 Notable Practitioner, Capital Markets and M&A, 2019-2023
Dodd-Frank Implementation Team Law and Policy Award, 2011
Shareholder Proposals Task Force Productivity Improvement Award, 2009
