Jay’s practice focuses on the representation of companies and their management and boards of directors on corporate governance and strategic matters, including strategic and tuck-in M&A, investigations, and special committee matters. Also drawing on his extensive SEC experience, Jay serves as the relationship partner with respect to the representation of numerous public company clients as their primary corporate and securities counsel, including complex SEC reporting, disclosures and securities offerings.  

He counsels clients on complex disclosure issues related to deal-making and leads them through important compliance, regulatory and capital-raising specifics, including IPOs and going private transactions.

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.

From 2022-2025, Jay served 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.