Jason focuses his practice primarily on transactional matters, representing private equity firms and strategic investors in the structuring and negotiation of leveraged buyouts, cross-border transactions, public and private mergers and acquisitions, PIPE investments and other direct investments. He also advises clients on corporate governance, securities law, compliance and other general corporate matters. Jason regularly works with private equity sponsors such as Altamont Capital, Bain Capital, Genstar Capital, HIG Capital and TPG Capital.
Jason joined the firm in 2005 after clerking at the Delaware Court of Chancery.
- Represented TPG Growth in its partnership with management to acquire HALO Branded Solutions, a leading marketing services platform, from Audax Private Equity.
- Advised TPG Capital in its definitive agreement to acquire Exactech, a leading developer and producer of orthopaedic implant devices and surgical instrumentation for extremities and large joints.
- Represented TPG Capital in its pending investment into a business combination of Amneal Pharmaceuticals LLC, one of the largest and fastest growing generic pharmaceutical manufacturers in the United States, and Impax Laboratories, Inc., a specialty pharmaceutical company.
- Advised Altamont Capital Partners in its majority equity investment into Sequel Youth & Family Services, a leading national provider of diversified behavioral health programs across the United States.
- Advised TPG Capital and Mediware Information Systems, Inc. in Mediware’s definitive agreement to acquire Kinnser Software, Inc.
- Advised TPG Capital in its definitive agreement to acquire Mediware Information Systems, Inc., a supplier of SaaS and other software platforms for health care and human services providers and payors, from Thoma Bravo.
- Advised Netmarble Games Corp., a leading mobile game company headquartered in South Korea, in its agreement to acquire Kabam’s Vancouver studio. Kabam is a world leader in multiplayer free-to-play games for mobile devices.
- Represented TPG Growth in is acquisition of Tex-Mex quick service restaurant plus chain Taco Bueno, which operates across 177 locations in Texas, Oklahoma, Missouri, Kansas, Arkansas, Louisiana and Colorado.
- Represented Petco and its principal stockholders TPG Capital and Leonard Green & Partners in the sale of Petco to CVC Capital Partners and Canada Pension Plan Investment Board for approximately $4.6 billion.
- Advised TPG Capital on its agreement to acquire a majority stake in Cirque du Soleil, the world-renowned live artistic entertainment producer.
- Represented TPG Capital in its investment in lynda.com, a subscription-based online learning company.
- Represented TPG Capital in its investment in Advent Software, Inc., a software provider for the financial services industry.
- Represented HIG Capital in its $392 million tender offer to acquire American Pacific Corporation (AMPAC). AMPAC is a leading custom manufacturer of fine chemicals and specialty chemicals within its focused markets in the pharmaceutical, aerospace and defense, fire protection and water treatment industries.
- Represented Bain Capital in the sale of MEI Conlux, a manufacturer of electronic payment solutions and transaction systems, to Crane Co. for over $800 million.
- Advised Altamont Capital Partners in its majority equity investment into Sequel Youth & Family Services, a leading national provider of diversified behavioral health programs across the U.S.
- Represented Altamont Capital in its investment in Brixton, a surf, skate and streetwear apparel brand.
- Represented Altamont Capital in its investment in the apparel and sporting goods brand HUF Worldwide.
- Represented Altamont Capital in its acquisition of Mervin Manufacturing, a maker of snowboarding hardware equipment, from Quiksilver, Inc.
- Represented Altamont Capital in its AUD$395 million financing of Billabong and acquisition of the DaKine brand from Billabong.
- Represented Russian Standard, a leading private company in Russia with interests in premium vodka, spirits distribution, banking and insurance, in connection with its strategic alliance with Central European Distribution Corporation, a NASDAQ listed spirits distributor in Eastern Europe and Russia.
- Represented TPG Opportunities Partners and Goldman Sachs European Special Situations Group in connection with their joint acquisition of the Lundy Portfolio from Lloyds Banking Group.
- Represented Altamont Capital in connection with its PIPE investments in Meta Financial Group, a NASDAQ listed bank holding company.
- Represented Genstar Capital with its acquisition of Innovative Aftermarket Systems, a marketer, administrator and underwriter of vehicle protection products and related services.
- Represented TPG Capital in the $3 billion acquisition of J. Crew, a leading American clothing retailer
- Represented TPG Capital in the $1.5 billion acquisition of Ontex, a leading European diaper manufacturer.
- Represented Bain Capital in the $1.8 billion acquisition of Gymboree, a leading American children's clothing retailer.
- Represented Castanea Partners in the simultaneous acquisition of Health Resources and Vitamin Resource Products, leading American vitamin companies.
- Represented the special committee of independent directors of Airvana, an American maker of mobile broadband network equipment, throughout its strategic review process, culminating in its sale to SAC Capital.
- Profiled, “Rising Star: Ropes & Gray's Jason 'Jay' Freedman,” Law360 (August 4, 2017)
- Quoted, “Steep Prices Continue to Dampen PE Deal Flow in First Half of 2017,” WSJ Pro Private Equity (August 1, 2017)
- Co-author, “Delaware Chancery Court applies Corwin standard and makes sale subject to business judgement rule,” International Law Office Corporate Finance/M&A Newsletter (May 24, 2017)
- Co-author, “New York Court of Appeals affirms business judgement deference for controlling stockholder transactions,” International Law Office (October 12, 2016)
- Quoted, “Delaware Court of Chancery rejects transaction price as best measure of fair value,” International Law Office (September 28, 2016)
- Co-author, “Entire fairness is operative standard of review for non-MFW controlling stockholder transaction,” International Law Office Corporate Finance/M&A Newsletter (August 17, 2016)
- Co-author, “Court applies entire fairness standard to commercial arrangement with controlling stockholder,” International Law Office (August 3, 2016)
- Quoted, “Private Briefing: The appeal of secondary buyouts,” The Deal (July 22, 2016)
- Co-author, “Oregon Supreme Court enforces Delaware exclusive forum selection bylaw,” International Law Office (March 23, 2016)
- Co-author, “Court reverses finding of financial adviser aiding and abetting liability,” International Law Office (March 16, 2016)
- Quoted, “Delaware Supreme Court confirms effect of majority vote of informed, disinterested stockholders,” International Law Office (February 10, 2016)
- Quoted, “Bad-faith conduct prevented “fairer price” in take private transaction,” International Law Office (January 20, 2016)
- Co-author, “Plaintiffs strike out in two recent Delaware appraisal actions,” International Law Office (September 2, 2015)
- Quoted, “More TMT M&A Expected, Driven by IoT and Mobile,” Mergermarket (July 28, 2015)
- Quoted, “Buyout Firms Shift More Dollars To Growth Investments,” The Deal (May 29, 2015)
- Co-author, “Delaware Chancery Court denies enforcement of drag-along right,” International Law Office (May 13, 2015)
- Quoted, ”Buyout firms get SaaS-y with enterprise software providers,” The Deal (May 1, 2015)
- Quoted, “One Year After Rural/Metro, Bankers Flying Under Radar,” Law360 (March 27, 2015)
- Co-author, “Private Equity PIPE Dreams in 2014,” Daily Journal (December 18, 2014)
- Co-author, “Court establishes standard of review for controlling stockholder merger,” International Law Office (May 14, 2014)
- Co-author, “Financial adviser liable for aiding and abetting board breach of fiduciary duties,”International Law Office (May 7, 2014)
- Co-author, “Court relies on deal price to assess fair value in appraisal action,” International Law Office (April 2, 2014)
- Co-author, “A New Blueprint for Controlling Shareholder Litigation?” Insights, The Corporate & Securities Law Advisor (April 2014)
- Co-author, “Vivendi-Activision repurchase allowed to proceed,” International Law Office (March 19, 2014)
- Co-author, “Retail rivals launch competing merger proposals and defensive manoeuvres,” International Law Office (March 12, 2014)
- Co-author, “The unconflicted board and Revlon duties,” International Law Office (November 6, 2013)