Jay’s practice focuses on private equity, with experience counseling clients on mergers and acquisitions, joint ventures, sponsor-backed management teams, fund formation, and general corporate, transactional, compliance and regulatory matters, such as sponsor and portfolio company governance, private securities offerings, investment fund administration and compliance, and environmental, social and governance policies.

Jay has managed cross disciplinary deal teams and specialists to implement complex commercial transactions, including mergers and acquisitions (including leveraged/financed acquisitions), commercial contracting, portfolio company formations, joint ventures, private investment fund formations, equity offerings, equity purchases and co-investments, representations of sponsor-backed management teams, and divestitures involving clients, companies, projects and assets around the world. Jay regularly advises clients in their negotiations of a variety of commercial transactions and agreements, asset and equity purchase agreements, merger agreements, joint venture transactions, company and partnership agreements, contribution agreements, GP-led fund transactions, services, operating and maintenance agreements, and investments in real estate acquisitions and developments. He also frequently represents venture capital investors and emerging companies in connection with financing transactions and related matters.

Jay received his law degree from Columbia Law School where he was a Harlan Fiske Stone Scholar and a senior editor of the Columbia Law Review. He received his undergraduate degree in the Plan II Honors Program, with University Honors and a prize-winning senior thesis, from the University of Texas at Austin.

Relevant Experience

• Representation of multiple private equity and venture capital sponsors in connection with portfolio company formation, joint ventures, acquisitions, management incentive equity arrangements, equity offerings, financings, project development, compliance and ESG matters in sectors including energy (oil and gas, including upstream, midstream and downstream, renewables, infrastructure, and power), real estate (office, industrial/logistics, mixed-use, and multi-family residential), transportation and logistics, financial services, biotech, and software.
• Representation of an investment fund sponsor in the structuring, formation and initial closing of a renewable energy investment fund and acquisition of five portfolio companies, and representation of portfolio companies in commercial contracts.
• Representation of an investment fund sponsor in the structuring, formation and initial closing of a series of closed- and open-ended real estate investment funds targeting investments in North America and Asia.
• Representation of a technology company providing data services to energy companies in its sale to a strategic buyer.
• Representation of a real estate developer in a variety of developments, redevelopments, acquisitions and joint ventures.
• Representation of a power producer and developer in interstate high-voltage DC power transmission projects.
• Representation of a 300-location chain of convenience stores in its $1.1 billion sale to a private equity-led joint venture.
• Representation of a private equity infrastructure fund in its $900 million sale of a regulated interstate pipeline system.
• Representation of a private equity-backed petroleum exploration and production company in its issuance of more than $600 million of common and preferred equity securities.
• Representation of private equity sponsors, investment funds, portfolio companies and public and private companies in connection with acquisitions, combinations and other transactions including those involving distressed assets and counterparties.

Bar Admissions

Education
JD, Columbia Law School, Harlan Fiske Stone Scholar, Senior Editor, Columbia Law Review, 2007BA, The University of Texas, Plan II Honors Program, 2003