People: James Clough, Partner

Photo of James Clough, Partner

James Clough

Partner

Los Angeles - Century City
Direct: (310) 201-5256
Fax: (310) 551-8430
San Francisco
Direct: (415) 732-1161
Fax: (310) 551-8430
0

James Clough is a Partner and the Head of West Coast (United States) Mergers and Acquisitions of Seyfarth Shaw LLP. He is a senior corporate lawyer who assists corporations and private equity sponsors in mergers and acquisitions and private equity and venture capital, capital markets and commercial finance transactions, and he counsels clients on U.S. securities laws compliance, corporate governance and other corporate advisory matters. 

Mr. Clough has extensive experience in a broad range of merger and acquisition transactions including mergers, acquisitions, divestitures, sales, restructurings, joint ventures and strategic initiatives, and in private equity and venture capital transactions, including equity and debt investments. He has considerable experience in capital markets transactions, including advising corporate issuers and investment banks on private placements and public offerings of securities. Mr. Clough also has advised lenders and borrowers respecting commercial finance transactions including revolving and term loan credit facilities. 

He has experience in several sectors including technology, healthcare, the Internet, telecommunications, financial services, entertainment and media, manufacturing, retail and consumer products.

He is a certified Lean Six Sigma Yellow Belt and works closely with Seyfarth Shaw's consulting firm, SeyfarthLean® Consulting.

Mr. Clough previously served as the chief legal officer of a portfolio company of the global hedge fund sponsor Elliott Management, which advises funds with capital in excess of $27 billion. While at this portfolio company, he played a key leadership role in building the company through acquisitions and corporate partnering and in its sale to an NYSE listed buyer that three years later sold the company and an affiliate to Allstate for almost $1 billion. 

For many years Mr. Clough was a partner of a major global law firm where he was a founding partner and member of the leadership team of the firm’s Silicon Valley office. He began his career in New York with a prominent Wall Street law firm.

James Clough is a Partner and the Head of West Coast (United States) Mergers and Acquisitions of Seyfarth Shaw LLP. He is a senior corporate lawyer who assists corporations and private equity sponsors in mergers and acquisitions and private equity and venture capital, capital markets and commercial finance transactions, and he counsels clients on U.S. securities laws compliance, corporate governance and other corporate advisory matters. 

Mr. Clough has extensive experience in a broad range of merger and acquisition transactions including mergers, acquisitions, divestitures, sales, restructurings, joint ventures and strategic initiatives, and in private equity and venture capital transactions, including equity and debt investments. He has considerable experience in capital markets transactions, including advising corporate issuers and investment banks on private placements and public offerings of securities. Mr. Clough also has advised lenders and borrowers respecting commercial finance transactions including revolving and term loan credit facilities. 

He has experience in several sectors including technology, healthcare, the Internet, telecommunications, financial services, entertainment and media, manufacturing, retail and consumer products.

He is a certified Lean Six Sigma Yellow Belt and works closely with Seyfarth Shaw's consulting firm, SeyfarthLean® Consulting.

Mr. Clough previously served as the chief legal officer of a portfolio company of the global hedge fund sponsor Elliott Management, which advises funds with capital in excess of $27 billion. While at this portfolio company, he played a key leadership role in building the company through acquisitions and corporate partnering and in its sale to an NYSE listed buyer that three years later sold the company and an affiliate to Allstate for almost $1 billion. 

For many years Mr. Clough was a partner of a major global law firm where he was a founding partner and member of the leadership team of the firm’s Silicon Valley office. He began his career in New York with a prominent Wall Street law firm.

Education

  • J.D., Albany Law School, Union University
  • LL.M., Corporate Law, New York University School of Law
  • B.S., Siena College

Admissions

  • California
  • New York

Affiliations

  • American Bar Association - Section of Business Law and its Mergers and Acquisitions Committee, Committee on the Federal Regulation of Securities, Private Equity and Venture Capital Committee, Commercial Finance Committee and Legal Opinion Committee
  • State Bar of California - Business Law Section
  • Association for Corporate Growth
  • American Health Lawyers Association

Representative Engagements

  • Advised a large nonprofit state medical association in its joint venture with two other large nonprofit state medical associations to form a for profit company engaged in providing services to medical groups to assist them in transitioning to and operating as affordable care organizations
  • Advised a large nonprofit healthcare system in its organization and financing of a for profit emerging growth company engaged in providing diagnosis and treatment services using best-in-class gene sequencing and interpretation methods
  • Advised California's largest independent nonprofit federally qualified health center in the sale of $118 million in tax-exempt bonds and notes through the California Health Facilities Financing Authority to a syndicate led by Bank of America, N.A.
  • Advised the private equity affiliate of the largest fast casual chain of Asian themed restaurants in the U.S. in its investments in up and coming restaurant concepts including the Tea Bar and Fusion Café, Pieology Pizzeria and Just Salad concepts
  • Advised the private equity affiliate of the largest fast casual chain of Asian themed restaurants in the U.S. in its joint ventures with large Asian restaurant groups to bring their concepts to the U.S. including the YakiYan Japanese barbeque restaurant, Uncle Testu Japanese style cheese cake bakery and Hakata Ippudo ramen restaurant concepts
  • Advised a telecommunications software as a service emerging growth company in its sale to a NASDAQ listed telecommunications software and services company
  • Advised technology and life sciences startups in connection with angel and venture capital financings
  • Advised one of the world’s largest athletic footwear companies in its global strategic initiative to reacquire or restructure its international distribution rights in territories in Asia Pacific, EMEA and Latin America
  • Advised a leading global footwear brand in its international sourcing and licensing and in its information technology outsourcing transaction with a prominent global information technology services company
  • Advised a major global private equity sponsor in its strategic sourcing initiative to establish a leading global footwear brand as an independent operating company as part of the $570 million acquisition of the target in a carve-out from the NYSE listed American multinational corporate seller
  • Advised an Asian-themed specialty supermarket chain in its sale to a TSE listed Japanese conglomerate 
  • Advised a European private equity sponsor and its U.K. entertainment and media portfolio company in the leveraged buyout of a U.S. target, a substantial equity rollover and a reorganization of the companies
  • Advised an alternative asset manager and the funds advised by it in acquiring $600 million in secured loan facilities from syndicates led by Sumitomo Mitsui, Wells Fargo and ING Capital and in extending secured loan facilities totaling over $400 million for 15 private equity sponsored leveraged buyouts 
  • Advised a global fashion apparel brand that is a portfolio company of a prominent private equity sponsor in corporate partnering transactions for the operation of retail stores in the People’s Republic of China, Japan, Taiwan, Korea and Singapore
  • Advised an Internet insurance agency and portfolio company of funds advised by a global hedge fund sponsor in its auction sale to the NYSE listed buyer that three years later sold the company and an affiliate to a major NYSE listed insurance company for almost $1 billion
  • Advised an Internet insurance agency and portfolio company of funds advised by a global hedge fund sponsor in connection with $350 million in convertible note financings
  • Advised a TSE listed Japanese semiconductor company in the acquisition of the Western U.S. semiconductor equipment manufacturing division of a Japanese multinational conglomerate
  • Advised the technology manufacturing division of a LSE listed multinational group in its joint ventures in Italy, Japan and the People’s Republic of China
  • Advised a venture capital sponsored investment company regulated as a small business investment company in its $330 million initial public offering and listing on the NYSE
  • Advised an international banking and financial services holding company that owns and operates one of the “big four” U.S. banks in its venture capital investments in technology startups
  • Advised a healthcare management services organization in its simultaneous closing of five acquisitions, a venture capital investment led by Accel Partners and Sprout Group and revolving and term loan credit facilities

Presentations

  • Presenter, with Drago Rajkovic, Managing Director and Head of Technology Mergers & Acquisitions for JP Morgan, on “Mergers & Acquisitions: 2012 Private Target Market Conditions and Deal Terms,” Bay Area General Counsel Group, San Francisco (June 2012)
  • Presenter, "Ethics in Investigations: The Perils of In-House Counsel Standing between the Government and Their Company," Association of Corporate Counsel, San Francisco, California (January 2009)
  • Presenter, "Securities Offering Reform and the General Counsel as Gatekeeper," Bay Area General Counsel Group, San Francisco (March 2007)
  • Presenter, with Kevin Ryan, then U.S. Attorney for the Northern District of California, on "Corporate Governance," National Hispanic Bar Association Annual Meeting, San Francisco (September 2006)
  • Presenter, with Kevin Ryan, then U.S. Attorney for the Northern District of California, on “Government Investigations," Association of Corporate Counsel Spring MCLE Conference, San Francisco (March 2006)

Publications

  • Contributing author, American Bar Association's February 2005 Comment Letter to the SEC on Securities Offering Reform, Release No. 33-8501 (November 3, 2004)