Rimon

Jeffrey A. Fromm

Partner

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Education

Columbia University Graduate School of Business

M.B.A., 1998

New York University School of Law

J.D., 1987

State University of New York at Albany

B.A., Psychology and Philosophy, 1984

Previous Experience

  • VLP Law Group LLP (Partner)
  • Dorsey & Whitney LLP (Partner & Co-Head of NY Corporate Group)
  • O'Sullivan Graev & Karabell

Bars & Courts

  • New York

Professional Experience

Jeffrey A. Fromm has a broad range of legal and business experience – over 30 years as a firm lawyer, general counsel, operating executive, equity investor, entrepreneur and board member. With that background as well as an NYU J.D. and Columbia M.B.A., Jeff offers a rare blend of business and strategic experience to his clients.

Jeff represents privately held companies at all stages, often collaborating with the executive team as “outside general counsel”. His companies practice includes equity financings, joint ventures, strategic licensing transactions, mergers & acquisitions, executive employment and compensation arrangements, and corporate governance matters. He also represents venture capital and private equity investors in their acquisition and disposition of portfolio company investments, as well as in fund formation and governance matters.

Jeff’s clients include corporations, limited liability companies (LLCs), and limited partnerships (LPs). Also, Jeff is an early proponent of Delaware public benefit corporations and “certified B corps”. In addition, due to the strong relationships that Jeff builds with CXO-level executives, he is frequently asked to represent those executives in their own employment, compensation and equity arrangements.

As part of his broad corporate and transactional practice, Jeff has substantial experience in four particular areas:

  • Education technology companies
  • Global and cross-border transactions
  • Israeli technology companies
  • Benefit corporations (“B corps”)

For the last decade, Jeff has also served as outside General Counsel of University of the People, the world’s first non-profit, tuition-free, accredited, online, American university.

Representative Matters

Venture Capital/Private Equity

  • Represented American Prison Data Systems, PBC, a provider of software and secure technology to deliver individualized education, rehabilitation, job training, and re-entry programs for correctional systems, in completing multiple preferred stock financings led by prominent education industry investors such as Rethink Education and New Markets Education Partners
  • Represented ClearView Social, Inc., a social media marketing company for the legal industry, in completing Series Seed and Series Seed Plus financings
  • Represented Knowledge Delivery Systems, Inc., a K-12 professional development company, in a $9.8 million Series D financing round led by Edison Venture Fund
  • Represented Quadrant-Amroq Bottling Company Limited, the exclusive Pepsi bottler for the country of Romania, in selling a 49% interest to PepsiAmericas, Inc. for $51 million
  • Represented Regent Education, Inc., a provider of financial aid management solutions for higher education institutions, in securing a $3.6 million financing from Edison Venture Fund

Mergers and Acquisitions

  • Represented MetaMetrics, Inc., the developer of the Lexile Framework for Reading® and the Quantile Framework for Mathematics®, in its recapitalization transaction with Pamlico Capital
  • Represented TechPilot Labs, Inc., a K-12 mobile device management company, in its sale to Securly, Inc.
  • Represented Progress Testing, Inc., a K-12 assessment technology company, in its sale to Key Data Systems (indirectly owned by Insight Venture Partners)
  • Represented Professional Examination Services (ProExam), a high-stakes assessment technology company that innovated solutions for social-emotional learning assessment, in its sale to ACT
  • Represented Datawise, Inc., a K-12 assessment technology company, in its sale to Measured Progress
  • Represented Pacific Metrics, Inc., a K-12 assessment technology company, in its sale to ACT
  • Represented SGV Algorithms Corp., principal investor of ATM, LLC (Algorithm Trading Management), as lead counsel in the sale of ATM to Cowen Financial Technology LLC
  • Represented Learning Today, Inc., a K-5 online content company, in its sale to Curriculum Associates, LLC
  • Represented Woongjin ThinkBig Co. Ltd., a Korean education company, in selling Bearport Publishing to management
  • Represented Quadrant-Amroq Bottling Company Limited, the exclusive Pepsi bottler for the country of Romania, in selling the remaining 51% interest to PepsiAmericas, Inc. for $98 million
  • Represented Quadrant European Beverages Limited, a joint venture between the Quadrant investment group and PepsiAmericas, Inc., in the acquisition of the exclusive Pepsi bottler for the country of Bulgaria
  • Represented Soliloquy Learning, a speech recognition-based education company, in its sale of assets to Scientific Learning, Inc., a publicly-traded education technology company
  • Represented TetraData Corporation, a provider of data management and analysis solutions to K-12 institutions, in its sale to Follett Software Company

Strategic Partnerships, Joint Ventures, and Licensing

  • Represented MetaMetrics, Inc. in license agreements with numerous educational publishers and assessment providers such as Scholastic, Houghton Mifflin Harcourt, Renaissance Learning, NWEA, and others
  • Represented Soliloquy Learning in entering into an exclusive license agreement with Carnegie Mellon University relating to certain speech recognition and reading technology
  • Represented Soliloquy Learning in negotiating license and distribution agreements with Pearson Education, Harcourt UK, National Geographic and Carnegie-Mellon University
  • Represented Time To Know, Inc. in negotiating a license and distribution agreement with McGraw-Hill Education
  • Represented JUMP Math (a nonprofit) in negotiating a license and distribution agreement with Amplify Education
  • Represented Avant Assessment in negotiating a license agreement with the University of Oregon

Fund Formation Matters

  • Represented Arc Capital Development, an adviser and investor in companies serving the education and special needs markets, in the formation of two seed funds (Arc Social impact Funds)
  • Represented Oak Tree Residential, a residential real estate investment and management company, in the formation of seven residential real estate funds
  • Represented East Wind Capital, an independent, industry-focused investment banking firm serving the education, media & entertainment, and consumer & retail markets, in the formation of two special purpose investment funds
  • Represented Kidron Corporate Advisors, a global independent boutique investment bank, in the formation of several special purpose investment funds

General Corporate Matters

  • Represented Achieve3000, Inc. in completing a dividend recapitalization and holding company reorganization
  • Served as regular outside counsel to an international beverage company group for over 20 years
  • Serve as regular outside counsel to several educational technology and educational services companies
  • Serve as regular outside counsel to several business executives in their executive and entrepreneurial activities

Public Benefit Corporation Matters

  • Represented American Prison Data Systems, PBC in converting to a Delaware public benefit corporation from a Delaware corporation
  • Formed several public benefit corporations in Delaware, including three on the first day the Delaware PBC law went into effect

Debt Financings

  • Represented American Prison Data Systems, PBC in completing a convertible debt financing
  • Represented Eleusis Benefit Corporation, PBC in completing a convertible debt financing
  • Represented a European company in multiple secured debt financings aggregating more than $90 million
  • Represented Quadrant European Beverages Limited in the secured debt financing for the acquisition of the exclusive Pepsi bottler for the country of Bulgaria
  • Represented an educational services company in obtaining revolving credit facilities from a commercial bank and nonprofit institutional investor

Publications

  • A Legal Update entitled “The New York Non-Profit Revitalization Act of 2013 – Practical Implications for New York Not-for-Profit Corporations”.
  • An article in The Experts’ Guide to the K-12 School Market, published by the Software & Information Industry Association, entitled “Managing Intellectual Property Rights as a Strategic Asset”.
  • A chapter entitled “Education Leader as Educational Entrepreneur:  Managing the Educational Mission Within and Across the Economic Sectors”, for The Handbook on Educational Leadership and Management, published by Pearson Education.
  • An article in Upgrade magazine, published by the Software and Information Industry Association, entitled “Revolution and Evolution:  Assessing the Market for Educational Technologies”.
  • An article in the Journal of Private Equity, published by Institutional Investor, entitled “Investment Opportunities in Education:  Making a Profit While Making a Difference”.
  • An article in the Venture Capital Journal, published by Thomson Financial, entitled “Education Industry Offers World of Investment Opportunity”.
  • Two articles in The Education Industry Report, then published by The Education Industry Group (acquired by Eduventures).
  • The 2007 Survey of Education Private Equity (small sample).
  • The 2004 KnowledgeQuest Survey of Education Private Equity (small sample).
  • The 1999 Venture Economics/KnowledgeQuest Ventures Survey of Education Venture Capital.
  • The 1998 Education Week/KnowledgeQuest Ventures Survey of Education Venture Capital.

Speaking Engagements

  • “Benefit Corporations 101:  Legal Considerations for Companies, Investors and Lenders Involved in this ‘Impact Investing’ Trend”, PLI One-Hour Briefing, March 20, 2014.
  • “Strategic Licensing for Education Technology Companies” (panel leader), SIIA Education Division NYC Program, New York, New York, July 17, 2013.
  • “Global Opportunities:  Nuts and Bolts for Doing Business Overseas”, SIIA’s Ed Tech Industry Summit, The Palace Hotel, San Francisco, California, May 7, 2012.
  • “The Changing Venture World: How Does It Affect Israeli Startups?” (moderator), youngStartupVentures’ The US/Israel Venture Summit, Digital Sandbox, New York, New York, March 30, 2011.
  • “Global Partnerships”, SIIA’s Ed Tech Industry Summit: Going Mobile and Global, The Palace Hotel, San Francisco, California, May 24, 2010.
  • “Moving to Web-Based Delivery: Financial, Business and Legal Implications”, SIIA’s Ed Tech Industry Summit: Building Toward the Vision of K-20, The Palace Hotel, San Francisco, California, May 5, 2009.
  • Workshop Leader, “Doing the Deal:  Negotiating and Closing a Venture Capital Financing”, SIIA’s Ed Tech Business Forum, The Princeton Club, New York, New York, November 28, 2006.
  • Workshop Leader, “Structuring and Negotiating Venture Capital Investments: From the Company’s and Entrepreneur’s Perspective”, SIIA’s Ed Tech Business Forum, The Princeton Club, New York, New York, November 29, 2005.
  • Industry Partner and Co-Chair, IIR’s Seventh Annual Education Industry Investment Forum, Omni Colonnade Hotel, Coral Gables, Florida, March 7-9, 2005.
  • Conference Advisor and session moderator, “Building, Financing and Exiting Successful Businesses”, SIIA’s Ed Tech Business Forum, The Yale Club, New York, New York, November 30, 2004.
  • Conference Advisor and session moderator, “Building the New Education Business”, SIIA’s Ed Tech Industry Summit, The Palace Hotel, San Francisco, California, May 16-18, 2004.
  • Industry Partner and Co-Chair, IIR’s Sixth Annual Education Industry Investment Forum, Eden Roc Hotel, Miami, Florida, March 23-25, 2004.

View More Speaking Engagements

  • Industry Partner and Co-Chair, IIR’s Fifth Annual Education Industry Investment Forum, Inter-Continental Hotel, Dallas, Texas, March 24-27, 2003.
  • Industry Partner and session moderator, SIIA’s 2003 Education Venture Forum, The Princeton/Columbia Club of New York, New York, February 25, 2003.
  • “Reporting on the Marketplace”, Reed Midem’s World Education Market, Lisboa Congress Centre, Lisbon, Portugal, May 21-24, 2002.
  • Industry Partner and Co-Chair, IIR’s Fourth Annual Education Industry Investment Forum: Capital, Consolidation and Corporate Adaptation, The Wigwam Resort, Phoenix, Arizona, March 13-15, 2002.
  • “Capital Markets Impact – Financial and Industry Analyst Views” (moderator), SIIA’s 2002 Education Venture Forum, The Princeton/Columbia Club of New York, New York, February 14, 2002.
  • “VCs, Angels & Others: Priming the Pump in a Dry Market” (moderator), eSchoolNews’ Business to Education Technology Summit, Renaissance Parc 55 Hotel, San Francisco, California, July 31, 2001.
  • “Rebuilding Your Valuation”, eSchoolNews’ Business to Education Technology Summit. Renaissance Parc 55 Hotel, San Francisco, California, July 30, 2001.
  • “Financing Options for Education Entrepreneurs” and “Long-term Strategies for Education Entrepreneurs” (moderator), AEPP’s EDVentures 2001, University of Southern California, Los Angeles, California, July 26-28, 2001.
  • “The Economics of the Emerging Digital Education Community”, Reed Exhibitions’ Education Technology Summit, Teachers College, Columbia University, New York, New York, May 31, 2001.
  • “Reporting on the Marketplace”, Reed Midem’s World Education Market, Vancouver Exhibition and Convention Centre, Vancouver, Canada, May 21-24, 2001.
  • Co-Chair, IIR’s Schools and Tools: The Third Annual Education Industry Investment Forum, Pointe Hilton Squaw Peak, Phoenix, Arizona, March 11-14, 2001.
  • “Financial Markets Impact Your Business” (moderator), SIIA’s 2001 Education Venture Forum, The Metropolitan Hotel, New York, New York, February 6, 2001.
  • “Content Aggregators: What is Behind the Hyper-Growth of E-Learning Communities?” (moderator), Fulcrum’s Third Annual Education Technology Finance & Investment Institute, The Ritz Carlton Pentagon City, Arlington, Virginia, May 8-9, 2000.
  • Roundtable Discussion: “How Have Overall Market Conditions Affected Companies’ Prospects for Raising Capital?”, EdNET 2000: The Educational Technology and Telecommunications Conference, Hotel Inter-Continental, Dallas, Texas, September 10-13, 2000.
  • Industry Roundtable: “Where Education Meets Business”, IIR’s 2nd Annual Education Industry Investment Forum, Hyatt Hotel, Fort Lauderdale, Florida, March 13-15, 2000.
  • Discussion Group: “Internet Business Models”, IIR’s 2nd Annual Education Industry Investment Forum, Hyatt Hotel, Fort Lauderdale, Florida, March 13-15, 2000.
  • “What’s Hot and What’s Not in the Next Era of VC Investing”, IIR’s Private Equity Roundup 2000, The Loews Ventana Resort, Tucson, Arizona, January 30-February 2, 2000.
  • “Venture Capital in Education”, Fulcrum’s Fourth Annual Education Industry Finance and Investment Institute, Swissotel, Boston, Massachusetts, September 16-17, 1999.
  • “Flow of Capital Into the Education Industry”, AEPP’s EDVentures 1999, Monona Terrace Convention Center, Madison, Wisconsin, July 29-31, 1999.
  • “What is the Investment Community Looking For?”, Fulcrum’s Second Annual Education Technology Finance and Investment Institute, Sheraton City Centre Hotel, Washington, DC, May 6-7, 1999.
  • “The Financing of an Education Company”, Fulcrum’s Education Industry Investment Forum, Indian River Plantation Marriott Resort, Stewart, Florida, February 22-24, 1999.
  • “Investment Opportunities in the Education Industry”, IIR’s Private Equity Roundup 1999, The Ritz-Carlton, Phoenix, Arizona, January 30-February 3, 1999.
  • “Education Venture Capital”, Fulcrum’s Third Annual Education Industry Finance and Investment Institute, Hyatt Regency McCormick Place, Chicago, Illinois, September 24-25, 1998.