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
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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 concentrates on transactions in the areas of mergers and acquisitions, private equity and venture capital and capital markets, and on counseling clients on U.S. securities laws compliance, corporate governance and other corporate and commercial 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. In the mergers and acquisitions area, he has particular experience in private target mergers and acquisitions, advising both foreign and U.S. buyers and sellers on middle-market transactions between $50 million and $1 billion.

In addition, he has extensive experience in the area of private equity and venture capital. He has been recognized as a recommended attorney in the 2018 edition of The Legal 500 U.S. rankings in the category “United States - Investment Fund Formation and Management, Private Equity Funds - including Venture Capital” and is described as a “key contact” in this area. He has particular experience advising investors in direct investments and as limited partners investing in funds sponsored by major global private equity sponsors.

He also has considerable experience in capital markets transactions, including advising corporate issuers and investment banks on private placements and public offerings of securities, and he has advised lenders and borrowers with respect to commercial finance transactions.

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 $34 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 concentrates on transactions in the areas of mergers and acquisitions, private equity and venture capital and capital markets, and on counseling clients on U.S. securities laws compliance, corporate governance and other corporate and commercial 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. In the mergers and acquisitions area, he has particular experience in private target mergers and acquisitions, advising both foreign and U.S. buyers and sellers on middle-market transactions between $50 million and $1 billion.

In addition, he has extensive experience in the area of private equity and venture capital. He has been recognized as a recommended attorney in the 2018 edition of The Legal 500 U.S. rankings in the category “United States - Investment Fund Formation and Management, Private Equity Funds - including Venture Capital” and is described as a “key contact” in this area. He has particular experience advising investors in direct investments and as limited partners investing in funds sponsored by major global private equity sponsors.

He also has considerable experience in capital markets transactions, including advising corporate issuers and investment banks on private placements and public offerings of securities, and he has advised lenders and borrowers with respect to commercial finance transactions.

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 $34 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

Private Equity and Venture Capital

  • Advised a prominent family office as a lead limited partner or limited partner in several private equity investments sponsored by leading private equity sponsors including KKR and Goldman Sachs
  • Advised a prominent family office on several direct private equity investments including an investment as lead investor in a platform organized for the purpose of investing in and managing co-living hospitality properties and in a second round of financing for this platform company led by the family office of a leading Chinese e-commerce entrepreneur
  • Advised an Australian private equity sponsor on an investment in a U.S. based company organized by a prominent Australian entrepreneur to provide high-quality food service to hospitals operated by major healthcare systems in the U.S.
  • Advised a prominent family office affiliated with the largest fast casual chain of Asian themed restaurants in the U.S. with annual revenue of $3 billion in its direct investments in restaurant concepts
  • Advised an e-commerce company that was a portfolio company of funds advised by a global hedge fund sponsor with $34 billion in assets under management in connection with $350 million in convertible note financings
  • Advised a leading healthcare system with $4 billion in annual revenue in the $15 million Series A preferred stock venture capital financing for a precision medicine startup
  • 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

Mergers and Acquisitions

  • Advised a top ten global private equity firm in a strategic initiative to establish a leading footwear brand as an independent company in connection with the $570 million acquisition of the portfolio company in a carve-out and in an information technology outsourcing transaction for the portfolio company with a leading Indian information technology outsourcing and services company
  • Advised an e-commerce company that was a portfolio company of funds advised by a global hedge fund sponsor with $34 billion in assets under management in its auction sale to the NYSE listed buyer that three years later sold the company and an affiliate to Allstate for almost $1 billion
  • 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 acquisition financing totaling over $400 million for 15 private equity sponsored leveraged buyouts
  • Advised a leading Silicon Valley based technology company in its sale of a division to a leading global information technology outsourcing and services company based in India
  • Advised a Chinese A-listed agricultural company in its acquisition of a leading U.S. distributor of Asian themed produce
  • Advised a leading nonprofit healthcare system with $4 billion in annual revenue in its spin-out of a precision medicine business unit as a for-profit startup
  • Advised a SaaS company in its sale to a NASDAQ listed telecommunications software and services company
  • 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 a TSE listed Japanese semiconductor company in the acquisition of the Western U.S. semiconductor equipment manufacturing division of a Japanese global conglomerate
  • Advised one of the largest state medical associations in its joint venture with two other large state medical associations to form a for-profit company engaged in providing services to medical groups to assist them in transitioning to and operating under value based billing models
  • Advised the largest fast casual chain of Asian themed restaurants in the U.S. with annual revenues of $3 billion in several joint ventures with large Asian restaurant groups to bring their concepts to the U.S.
  • Advised the technology manufacturing division of a LSE listed global group in its joint ventures in Italy, Japan and the People’s Republic of China
  • Advised a leading athletic footwear company in its global strategic initiative to reacquire or restructure its international distribution rights in territories in Asia Pacific, EMEA and Latin America
  • Advised a global fashion apparel brand that is a portfolio company of a prominent private equity sponsor in licensing transactions for the operation of retail stores in the People’s Republic of China, Japan, Taiwan, Korea and Singapore

Capital Markets

  • 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 an Australian listed company and its Thai subsidiary in an initial public offering of the Thai subsidiary structured as a registered offering in Thailand and Regulation S offering outside the U.S. underwritten by Macquarie, Maybank and Morgan Stanley in a combined offering of $350 million
  • Advised issuers and leading underwriters such as Credit Suisse, Montgomery Securities, Banc of America Securities and Bear Stearns in initial public offerings and follow-on offerings between $50 million and $350 million on the NYSE and NASDAQ
  • Advised MeVC Draper Fisher Jurvetson Fund I,  a venture capital sponsored investment company regulated as a small business investment company, in its $330 million initial public offering underwritten by Prudential Securities and listing on the NYSE

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)