Jay has nearly 30 years of experience representing cutting-edge private and public companies and their founders, directors, officers and venture investors. He has considerable experience and expertise handling civil litigations in both federal and state courts, arbitrations, securities class actions, derivative suits and merger litigation. Jay has also handled a wide range of internal investigations, audit and board committee representations, as well as SEC, DOJ and regulatory matters. His clients span numerous technology sectors, including digital entertainment and social media, biotech, medical device, fintech, internet security, fashion tech, semiconductor and software.

Clients regularly turn to Jay for practical business-oriented advice. He consistently delivers creative solutions to unique challenges, solves problems and resolves matters favorably, often before they turn into protracted litigation. Jay provides coordinated and strategic advice to help his clients successfully navigate complicated and challenging matters in diverse areas, including but not limited to dispute resolution, litigations, arbitrations, regulatory matters, corporate governance and founder disputes. Particularly with his startup clients, Jay provides strategic advice on a range of topics that do not involve litigation.

Jay has also represented corporations and their audit and board committees with substantial international operations in China, as well as in other geographies in a wide range of matters, including M&A activities, internal and regulatory investigations related to the Foreign Corrupt Practices Act, revenue recognition and related accounting issues, regulatory compliance and disputes with international dimensions.

Jay is regularly recognized by The Legal 500 as a leading lawyer in the area of Dispute Resolution – Securities Litigation Defense and was praised by clients as “a terrific and thorough litigator.”

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  • Representative Experience

    Civil Litigation in California State Court

    • Obtained dismissal of all claims against medical device company, its CEO/founder and its China-based enterprise on summary judgment in action where plaintiff/co-founder alleged fraud and breach of duty in connection with the sale of his stock to another founder.
    • Represented one of the ten largest U.S. law firms in several related actions arising from the bankruptcy of a commercial real estate fund in the East Bay.
    • Representing startup company and its venture investors in litigation currently pending in Los Angeles Superior Court.

    Securities Class Actions, Derivative Litigation and Merger Actions

    • Obtained dismissal on motion to dismiss of individual sued in a securities class action involving fraud allegations in connection with data security issue.
    • Obtained dismissal of individual sued in a securities class action involving fraud allegations against clean tech company.
    • Representing former CEO of a biotech company in connection with a securities class action related to FDA approval process.
    • Routinely represent corporate buyer and sellers and their board members in merger litigation.

    Private Company Representations

    • Frequently advise private companies on issues related to financings, stock and debt repurchases, and stockholder claims against companies, founders and venture investors.
    • Represented CEO of fintech company in connection with audit committee investigation.
    • Advising digital entertainment company on strategic and corporate issues.
    • Frequently advise on corporate governance, fiduciary duty, D&O indemnification and insurance-related issues.

    Audit Committee and Other Board Committee or Investigative Representations

    • Handled several investigations of allegedly improper sales practices in the U.S. and abroad.
    • Handled several investigations involving alleged violations of the Foreign Corrupt Practices Act in China, India, Mexico, Africa, Russia and other geographies.
    • Handled audit committee investigation of allegations of accounting fraud against China-based company listed in the U.S.
    • Routinely investigate allegations submitted through Whistleblower Hotlines for corporate clients.

    Regulatory

    • Represented S&P 500 corporation in connection with DOJ inquiry into issues related to the False Claims Act.
    • Represented several companies and their directors and officers in connection with SEC investigations related to financial restatements, revenue recognition and other accounting items, as well as internal control and corporate governance issues.
    • Represented several companies and individuals in connection with SEC investigations of alleged insider trading.
    • Represented numerous individuals in connection with SEC and DOJ investigations and proceedings.

Practices

Industries

Education & Admissions

J.D., Stanford Law School
Order of the Coif

B.A., University of California, Santa Cruz

Admitted to practice in California and New York

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