Professional Experience
Jeremy is a partner in the firm's Corporate Transactions & Securities practice group. He focuses his practice on mergers and acquisitions; private equity transactions; representing early and later stage companies in emerging technology industries; securities offerings; corporate organization and governance; and strategic projects for companies of all sizes. In addition, Jeremy's practice includes counseling clients on State and Federal government contract matters.
Jeremy is a registered Certified Public Accountant; Louisiana, 1995.
Education
- University of Notre Dame Law School, J.D., 1996, magna cum laude
- University of Southwestern Louisiana, B.S., 1991, cum laude
- Equity and debt financing transactions (start-up and later stage):
- Angel- and venture-backed private placement financing for initial and follow-on rounds of debt and equity financing, as counsel for both the financiers and the funded companies
- Preparation and review of business plans, offering memorandum, and complex organizational documents for companies in a variety of markets
- Formation of venture capital funds, including preparation of offering materials and multi-tiered partnership agreements and counseling on fund structure and regulatory matters
- On-going corporate representation of and business planning for venture capital funds and portfolio companies
- Disposition, acquisition, and merger transactions:
- Acquisitions and dispositions for large- and mid-market medical device and medical software service providers, specialty environmental products and services companies, financial services companies, heavy- and medium-duty equipment manufacturers, and chemical producers
- Public and private company mergers, including transactions involving extensive networks of foreign operations and subsidiaries and a variety of local, state, and federal U.S. and foreign regulatory approvals
- Representation of foreign acquirers in platform acquisitions in the U.S.
- Representation in transactions involving U.S. Government contracts requiring Department of Defense novation and security clearance resolution
- State and Federal government contracting matters:
- FAR and DFAR interpretation, contract formation, performance, and administration
- Representation of products and service providers to the U.S. Government and to prime contractors in technology and research and development contract RFP/RFQ responses, teaming agreements, and contract formation
- Interpretation and guidance under FARs and DFARs for quality control programs and the drafting and implementation of Codes of Ethics and Business Conduct
- Advice under Small Business Administration (SBA) set-aside programs for small business and minority, women, and disabled veteran owned businesses
- Representations on business processes and compliance with regulatory matters, including U.S. Government security clearances and providing introductions to specialized strategic business partners
- Strategic projects:
- Joint ventures amongst heavy-duty equipment manufacturers, technology companies for R&D projects, and chemical companies for processing and co-generation facilities
- Numerous transactions involving outsourcing and strategic supply and distribution relationships for manufacturers and technology companies
- Representation of public and private companies in organizational restructuring for operational efficiency and state tax benefit
- Advise on business structure and formation issues, including the establishment of strategic relationships and business associations, and funding through private and bank sources
- General corporate matters:
- Organizational structure and Board- and C-level advisory
- Establishment of foreign subsidiaries and divisional enclaves
- Traditional financing transactions
- Executive compensation and company-wide incentive plans (equity and non-equity based)
- Public company disclosure compliance and general securities law matters
Professional & Civic Involvement
Professional Associations
Society of Louisiana Certified Public Accountants
Dayton Bar Association
American Bar Association
Professional Activities
Selected by the firm to pilot its newly established attorney-exchange program with Burges Salmon, one of the UK's leading commercial law firms headquartered in Bristol, England, during fall 2002
Member, Cleveland City Mayor-Elect Jane Campbell Transition Team - Technology
Community Activities
The Dayton Ballet - President-Elect of Board of Trustees; Chairman of Resource Development - Strategic Planning Committee
Goodwill Easter Seals Miami Valley - Board of Trustees; Member of Audit Committee
Leadership Dayton - Class of 2007
- Contributing Author, Materials on Accounting for Lawyers, Foundation Press, the leading casebook on accounting for lawyers
- "Sarbanes Oxley for Private Companies" - Thompson Hine Private Companies Seminar Series
- "Forming Strategic Relationships and Working into Government Contracts" - Dayton Entrepreneurial Development Network
- "Tracking Stock" - Ohio Society of CPA's 2000 SEC and Ohio Securities Conference
- "Contract Negotiations" - Entrepreneur's Center of the Greater Dayton IT Alliance
- Selected for inclusion in Rising Stars by Ohio Super Lawyer magazine in 2006, 2007 and 2008