Jay Finkelstein practices corporate and securities law, offering three decades of experience in negotiated transactions; mergers and acquisitions; public and private offerings of securities; structuring corporations, partnerships, joint ventures and contractual relationships; business and real estate finance; restructuring troubled corporations and partnerships; and general corporate law.

His practice places special emphasis on acquisitions and joint ventures involving real estate-based companies, franchised businesses and high-tech and emerging growth enterprises, such as software, hardware, and communications companies.

Merger and Acquisition Experience

Buyer's Counsel

• Consolidated American Services, Inc., acquisition and consolidation of multi-family property management companies (2008)
• Wyndham, Vacation Ownership, Inc., multiple joint ventures for new fractional vacation ownership developments (2008)
• Ebix, Inc., acquisition of Finetre Corporation (2006)
• Nathan's, acquisition of Arthur Treacher's intellectual property and franchise system (2006)
• Wyndham, joint venture for European/Middle East hotel management company (2006)
• US franchisor of cartridge refill stores, acquisition of UK and France master franchise companies (2006)
• VeriSign, Inc. acquisition of: (i) m-Qube, Inc. (2006); (ii) CallVision, Inc. (2006); (iii)Three United Mobil Solutions AG(2006); (iv) Retail Solutions International, Inc (2005); (v) Registrars.com, Inc. (June 2001)
• Fairfield Resorts (a subsidiary of Wyndham), acquisition of Shawnee Time Share property (2005)
• Acquisition of Burger King Jacksonville Master Franchisor and related franchising system (2004)
• Private equity investor, acquisition of fitness center franchisor (2004)
• US Surgery, Inc., acquisition of Sterling SurgiCenter (February 2002)
• Domain Name Registration Corporation, acquisition of Registrars.com, Inc. (June 2001)
• BeyondGuide, Inc., acquisition of Stadtmagazin.com GmBH (November 2001)
• Visual Systems, Inc., acquisition of Avesta Technologies, Inc. (May 2000)
• Gardena Holding AG, asset acquisition of Melnor Inc. and Melnor Canada Ltd. (August 1997)
• Temps & Co., various asset acquisitions (1996-1997)

Seller's Counsel

• Moe’s Southwest Grill, private equity sale to Roark Capital (2007)
• US franchisor of cartridge refill stores, private equity sale of franchisor (2007)
• RTIX, Limited, sale to Ultimate Software Group, Inc. (2006)
• Sale of ink cartridge refill franchisor (2005)
• Sale of FiveSight Technologies, Inc. (healthcare software developer), sale to Intalio, Inc. (2005)
• Prince Communications, Inc. (publisher of Homes & Land Magazine and franchisor), sale to Endurance Business Media, Inc. (2004)
• Scout Solutions, Inc. (client management software), sale to Interface Software, Inc. (2004)
• Quikava, sale of approximately 12 coffee franchises to Dunkin' Donuts (2004)
• GM Acceptance Corporation Commercial Mortgage, sale of photo-imaging division (2003)
• LawCorps (Legal Temporary Service), sale to MPS Group, Inc. (2003)
• Net2000, Inc., sale to Cavalier Telecom (November 2001)
• 21st CenturyTelecom Group, Inc., sale to RCN Corporation (April 2000)
• Omnipoint Corporation, sale to VoiceStream Wireless Corporation (February 2000)
• Trusted Information Systems, Inc., stock sale to Network Associates, Inc. (March 1998)
• MAXM, stock sale to Boole and Babbage, Inc. (January 1997)
• NetEdge Systems, Inc., stock sale to Larscom, Inc. (December 1996)
• FiberCom Corporation, asset sale of its government contracts division to Litton Industries and subsequent restructuring of remaining division as NetEdge Systems, Inc. (July 1995)

• Corporate structuring and general business matters for Consolidated American Services, Inc.
• Structuring and documenting international joint ventures involving businesses in the United States , Europe, China and the Middle East
• Offering documents and operating agreement for $100 million real estate private placement (2005)
• Lead transactional lawyer for major pro bono project involving international micro-finance (2005)
• Representation of minority land owner in land assemblage transaction for pending area development (2005-2006)
• Structuring of joint venture entity for three government contractors pursuing development of secured communications platform (2005)
• Omnipoint Corporation; corporate structuring (1996 - 2000)
• Resolution Trust Corporation as corporate general counsel in connection with its operation and subsequent disposition of the nation's fifth largest mortgage servicing company and in connection with over 100 asset dispositions (1992-1995)
• AXENT Technologies, Inc., spin-off of one of its operating divisions (1995)

High Yield Debt Offering Experience

Company Counsel

• Omnipoint Corporation, $325 million Rule 144A convertible preferred stock (May 1998)
• 21st Century Telecom Group, Inc., $250 million senior discount notes and senior cumulative exchangeable preferred stock with warrants, public exchange offering (February 1998)
• Omnipoint Corporation, $450 million Rule 144A debt offerings; public exchange offerings (August and November 1996)
• Omnipoint Corporation, $40 million private convertible debt offerings (December 1995)

Underwriters' Counsel

• IDT Corporation, telecommunications, $100 million senior note (February 1998)

Teaching

• Adjunct Professor of Law, American University, Washington College of Law (2003-present)
• Member of the Board of Advisors for the International Legal Studies Program Law Journal Editorial Board (2009)
• Guest Professor, Addis Ababa University Law School (2008-2009)

Admissions

• District of Columbia
• Virginia

Publications

• "Training Law Students to be International Transactional Lawyers – Using an Extended Simulation to Educate Law Students about Business Transactions," Pepperdine Journal of Business, Entrepreneurship and the Law, 2007

Seminars

• Panel Speaker, "Conducting Business in a Distressed Environment, What You Need to Know About Mergers and Acquisitions in the Current Economic Climate," Association of Corporate Counsel America Corporate and Securities Forum (March, 2009).
• Guest Speaker, "Creating Practical Operating Procedures, " National Business Institute Seminar on Limited Liability Companies.
• Panelist, "Private Equity Investing in Middle-Market Restaurant Companies," Capital Roundtable MasterClass in New York City.