Jay W. Freedman

Retired Partner

Overview

Jay Freedman is a partner and business lawyer with Foley & Lardner LLP. Mr. Freedman has a broad-based corporate practice, including mergers and acquisitions and securities regulation. He counsels clients on a variety of matters, including choice of entities upon formation, financing alternatives, employee matters, contracting, and leasing. He leads the Business Law Department in the Washington, D.C. office and is a member of the firm’s Transactional & Securities and Commercial Transactions & Business Counseling Practices. He served as the managing partner of the office from August 2007 to September 2010. He also has an active estate planning and administration practice and is a member of the firm’s Estates & Trusts Practice.

Mr. Freedman has represented small business investment companies, venture capital firms, and privately owned and publicly held companies in all phases of their business activities. He also counsels public company boards on corporate governance issues. In addition, he has represented real estate clients in both their ongoing activities, as well as dispositions to REITs. His clients have been involved in a wide range of activities, including health care, manufacturing, distribution, retail and technology.

In addition to the traditional negotiation and documentation of mergers and acquisitions, Mr. Freedman has been involved in a number of transactions involving pre-merger filings under the Hart-Scott-Rodino Act.

Prior to entering private practice in 1968, Mr. Freedman served in the Office of General Counsel of the Federal Communications Commission.

Affiliations

Mr. Freedman has been active in a number of community activities, including having served as president of the Washington Hebrew Congregation, Woodmont Country Club and the Washington, D.C. chapter of the American Jewish Committee. He has also previously served on the boards of the Smithsonian Institution Libraries, the Heifetz International Music Institute and The Kreeger Museum. He is currently the secretary and a board member of the Georgetown BID. He is a former secretary of the Executive Committee of the Yale Law School Alumni Association and is a member of The Economic Club of Washington and the Estate Planning Council of Washington, D.C.

Recognition

Mr. Freedman has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system. He is also profiled in Who’s Who in America and Who’s Who in American Law. He has been selected by his peers for inclusion in The Best Lawyers in America© since 2013.

Education

A graduate of Yale Law School (J.D., 1967), Mr. Freedman received his undergraduate degree from Williams College (B.A., 1964).

Admissions and Professional Memberships

He is a member of the District of Columbia Bar and is admitted to practice before the U.S. Supreme Court.

Representative Matters

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Handled the acquisition of Accelerated Care Plus (ACP), based in Reno, Nevada. The company is the nation’s leading provider of integrated clinical programs for sub-acute and long-term care rehabilitation providers. Hanger Orthopedic Group, Inc. (NYSE:HGR) announced the closing on December 1, 2010. Hanger paid approximately $155 million in cash, which was funded from cash on hand and the proceeds from the concurrent refinancing of its credit facilities to The ComVest Group and the employee-stockholders of ACP. This transaction included an escrow of cash, employment and noncompetition agreements, and complex issues related to the vesting of stock option awards.
Counseled Hanger Orthopedic Group, Inc. (Hanger), through its subsidiary Hanger Prosthetics & Orthotics, Inc., in the acquisition of all of the outstanding common stock of Orthopedic Rehabilitation Products, Ltd., a Colorado-based corporation and all of the membership interests of Science of Post Operative Recovery and Treatment, LLC, a Colorado-based limited liability company. Also assisted Hanger in negotiating a sophisticated transaction structure, as well as employment and noncompetition agreements with the acquired companies and their key employees.
Counseled Hanger Orthopedic Group, Inc., through its subsidiary Hanger Prosthetics & Orthotics, Inc., in the acquisition of orthotics and prosthetics assets and the business of TRAVGAV, Inc. d/b/a First Coast Orthotics and Prosthetics, a Florida-based corporation solely owned by Travis M. Richards. The total purchase price was subject to adjustment based on working capital. The transaction also provided for certain earn-out payments based on targeted net revenue collected. Also assisted Hanger in negotiating employment and noncompetition agreements with the seller.