Jay's practice focuses on advice and counsel relating to commercial transactions with implications for labor and employment litigation and compliance. He has experience in complex commercial contract drafting, editing and negotiating, mergers & acquisitions, regulatory law, government contracts, including qui tam and whistleblower issues, and export control and compliance.  He also serves in a secondment capacity as in-house counsel to companies needing such support.  

Jay has been in practice for over 30 years.  Following nearly five years as a JAG in the U.S. Air Force, Jay spent almost four years at Seyfarth, Shaw. Since then, he has been in-house for over 22 years in various General Counsel roles with major U.S. corporations, including private equity backed companies.  During his time at Honeywell, Ready Pac Foods and Red Bull, among others, Jay oversaw, among other matters, all labor and employment disputes, including senior executive departures, PAGA claims, OSHA investigations, collective bargaining agreement negotiations, and organizing activity. Jay also on numerous occasions managed the strategy to successfully defend and resolve complex litigation against his corporate clients, including product liability cases, wage & hour class actions, and intellectual property claims, including those with theft of trade secrets implications.

Jay has a great deal of experience drafting vendor agreements with staffing or outsourcing companies and preparing and negotiating teaming arrangements, joint marketing, joint development and joint venture agreements. He also has successfully negotiated several acquisition, divestiture and merger agreements. He has led major due diligence efforts on both the buy and sell side of M&A transactions.

He has served as Corporate Secretary with responsibility for Board matters, including C-Suite employment matters and Board governance such as preparing Board agendas, resolutions and meeting minutes. 

Jay also specializes in government contracts matters, including advice and counseling and claims. He has significant experience and knowledge involving the Federal Acquisition Regulations (FAR) and Defense FAR Supplement (DFARS), including OFCCP and EEO-1/ AAP compliance.  He advises on regulatory matters involving the DOD, NASA, FAA, DOE, FDA, EPA and other Federal departments and agencies.  He also has helped his clients negotiate intellectual property licensing agreements, including counseling on IP ownership issues involving the Defense Department.   

Professional & Civic Associations

  • Association of Corporate Counsel, Southern California Chapter, Board Member (2001-2007)

About Me

Outside the office, Jay enjoys spending time with his wife, three grown children and two granddaughters. He also roots for the LA Dodgers and Kings, and likes to golf, bike, swim and play tennis. 

Representative Matters

Representative Matters

  • Led merger of major U.S. packaging supplier with a Dutch company
  • Successfully led the strategy for the defense and resolution of wage & hour class actions
  • Successfully led the strategy for the defense and resolution of patent infringement litigation, resulting in a licensing arrangement
  • Negotiated agreements to supply food products or food packaging to major grocery store chain, quick service restaurant, and big box retail customers
  • Negotiated major supply agreements with DOD, NASA and other government agencies
  • Prosecuted and defended U.S. Government claims at the prime and subcontract level
  • Negotiated teaming arrangements, joint venture, joint marketing and joint development agreements with major U.S. grocery store chain, quick service restaurant, and big box retail, wine industry and entertainment industry customers
  • “Yesterday’s home runs don’t win today’s games.” 
  • Babe Ruth

Practice Emphasis

  • Customer and Supplier Contract Drafting and Negotiation
  • Lender Agreements
  • Government Contract Drafting and Negotiation
  • Government Contract Claims
  • Export Control and Compliance Counseling
  • Regulatory Advice and Counseling
  • General Counsel Temporary Assignments
  • Corporate Secretary Temporary Assignments


Georgetown University Law Center

  • J.D., magna cum laude, 1985

University of Southern California

  • M.S. (Systems Management), 1982

U.S. Air Force Academy

  • B.S. (Economics), Distinguished Graduate, 1980

Bar & Court Admissions

  • California, 1985
  • U.S. District Court for the Central District of California
  • U.S. District Court for the Southern District of California
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