Jeffrey A. Fromm is a Partner in the firm since 2014. Jeff has a broad range of legal and business experience – almost 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 includes corporations (both ‘C’ and ‘S’), 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 (both in Israel and the U.S.); and
  • Benefit corporations (“B corps”).

Before joining VLP, Jeff practiced at Dorsey & Whitney LLP, where he was a partner and co-head of the firm’s NY Corporate Group. He started his legal practice at O’Sullivan Graev & Karabell (now O’Melveny & Myers).

Education

  • J.D., New York University School of Law, 1987
  • M.B.A., Columbia University Graduate School of Business, 1998
  • B.A., Psychology and Philosophy, State University of New York at Albany, 1984

Community Involvement

  • Board Vice Chair, “I Have a Dream” Foundation
  • Member, Planning Board of Alpine, NJ
  • Former President, The Education Foundation of Alpine, Inc.

Mergers and Acquisitions

  • Represented Professional Examination Service, an assessment and credentialing organization, in the sale of its psychometric testing division to PSI Services LLC.
  • Represented MetaMetrics, Inc., the creator of the Lexile® and Quantile® education metrics, in its equity recapitalization by Pamlico Capital, a private equity firm.
  • Represented Pacific Metrics, Inc., a K-12 assessment technology company, in its sale to ACT.
  • Represented Datawise, Inc., a K-12 assessment technology company, in its sale to Measured Progress.
  • 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 AutismPro in its sale to Trumpet Behavioral Health.
  • Represented Zorap, Inc., an online video communication service, in its sale to Salesforce.com.
  • 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 its sale to PepsiAmericas, Inc.
  • Represented Soliloquy Learning, a speech recognition-based education company, in its sale to Scientific Learning, Inc.
  • Represented TetraData Corporation, a provider of data management and analysis solutions to K-12 institutions, in its sale to Follett Software Company.

Venture Capital/Private Equity

  • Represented Knowledge Delivery Systems, Inc., a K-12 professional development company, in a Series D financing round led by Edison Venture Fund.
  • Represented Regent Education, Inc., a provider of financial aid management solutions for higher education institutions, in a Series B financing from Edison Venture Fund.
  • Represented TetraData Corporation, a provider of data management and analysis solutions to K-12 institutions, in a Series A financing from Edison Venture Fund.
  • Represented American Prison Data Systems, PBC in a Series Seed financing.
  • Represented ClearView Social, Inc., a social media marketing company, in Series Seed and Series Seed Plus financings.

Strategic Partnerships, Joint Ventures and Licensing

  • Represented MetaMetrics, Inc. in negotiating an enterprise license agreement with Scholastic.
  • Represented Time To Know, Inc. in negotiating a license and distribution agreement with McGraw-Hill Education.
  • Represented Soliloquy Learning in negotiating license and distribution agreements with Pearson Education, Harcourt UK, National Geographic and Carnegie-Mellon University.
  • Represented Fourier Education in negotiating a license agreement with Greenlight (regarding Einstein brand).
  • Represented JUMP Math (a nonprofit) in negotiating a license and distribution agreement with Amplify Education.

Fund Formation Matters

  • Represented Oak Tree Residential in the formation of a fund for the acquisition of four residential buildings in Brooklyn, NY.
  • Represented East Wind Capital in the formation of a fund for investment in a cycling apparel company.
  • Represented Kidron Corporate Advisors in the formation of a fund for investment in technology and media companies.
  • Represented GreenCrest Capital in the formation of a fund for investments in pre-IPO technology companies.

Public Benefit Corporation Matters

  • Represented American Prison Data Systems, PBC in converting to a Delaware public benefit corporation from a Delaware corporation.
  • Represent numerous Delaware public benefit corporations, including three formed on the first day the Delaware PBC law went into effect.
  • EdNET News Alert – Voices from the Industry, The Benefit of “B Corps”, 2014.
  • Journal of Private Equity, Investment Opportunities In The Education Industry: Making A Profit While Making A Difference, 2000.
  • Dorsey & Whitney Legal Update, The New York Non-Profit Revitalization Act of 2013 – Practical Implications for New York Not-for-Profit Corporations, 2014.
  • Software and Information Industry Association’s Experts’ Guide to the K-12 School Market, Managing Intellectual Property Rights as a Strategic Asset, 2008.
  • The Handbook on Educational Leadership and Management (Pearson Education), chapter entitled Education Leader as Educational Entrepreneur: Managing the Educational Mission Within and Across the Economic Sectors, 2003.
  • Upgrade Magazine (Software and Information Industry Association), Revolution and Evolution: Assessing the Market for Educational Technologies, 2001.
  • Journal of Private Equity (Institutional Investor), Investment Opportunities in Education: Making a Profit While Making a Difference, 2000.
  • Venture Capital Journal (Thomson Financial), Education Industry Offers World of Investment Opportunity, 2000.
  • The Venture Economics/KnowledgeQuest Ventures Survey of Education Venture Capital, 1999.
  • The Education Week/KnowledgeQuest Ventures Survey of Education Venture Capital, 1998.
    • 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.
    • Doing the Deal: Negotiating and Closing a Venture Capital Financing (workshop leader), SIIA’s Ed Tech Business Forum, The Princeton Club, New York, New York, November 28, 2006.
    • Structuring and Negotiating Venture Capital Investments: From the Company’s and Entrepreneur’s Perspective (workshop leader), SIIA’s Ed Tech Business Forum, The Princeton Club, New York, New York, November 29, 2005.
    • IIR’s Seventh Annual Education Industry Investment Forum (co-chair), Omni Colonnade Hotel, Coral Gables, Florida, March 7-9, 2005.
    • Building, Financing and Exiting Successful Businesses (moderator), SIIA’s Ed Tech Business Forum, The Yale Club, New York, New York, November 30, 2004.
    • Building the New Education Business (moderator), SIIA’s Ed Tech Industry Summit, The Palace Hotel, San Francisco, California, May 16-18, 2004.
    • IIR’s Sixth Annual Education Industry Investment Forum (co-chair), Eden Roc Hotel, Miami, Florida, March 23-25, 2004.
    • IIR’s Fifth Annual Education Industry Investment Forum (co-chair), Inter-Continental Hotel, Dallas, Texas, March 24-27, 2003.
    • SIIA’s 2003 Education Venture Forum (co-organizer), The Princeton 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.
    • IIR’s Fourth Annual Education Industry Investment Forum: Capital, Consolidation and Corporate Adaptation (co-chair), 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 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.
    • IIR’s Schools and Tools: The Third Annual Education Industry Investment Forum (co-chair), 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.
    • How Have Overall Market Conditions Affected Companies’ Prospects for Raising Capital? (roundtable leader), EdNET 2000: The Educational Technology and Telecommunications Conference, Hotel Inter-Continental, Dallas, Texas, September 10-13, 2000.
    • Where Education Meets Business (roundtable leader), IIR’s 2nd Annual Education Industry Investment Forum, Hyatt Hotel, Fort Lauderdale, Florida, March 13-15, 2000.
    • Internet Business Models (discussion group leader), 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.