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Kent M. Clayton | Of Counsel
kclayton@bergerkahn.com
Orange County
Kent M. Clayton has 20+ years of legal experience, most of it in the role of outside general business counsel to private and public companies. Prior to joining Berger Kahn in 2006, Kent spent 16 years in private practice as an associate and a partner with several large international and national law firms, where he handled mergers and acquisitions, venture capital funding transactions and other private placements of securities, initial public offerings and other public and private securities issuances, high value syndicated secured credit facilities, and national and international joint ventures and other strategic alliance arrangements.
Kent currently represents small and mid-size private companies, their management and owners in a broad range of business law matters, including entity formations, sale of business transactions, commercial real estate transactions, investment transactions and other business transactions, which includes negotiating and drafting stock and asset purchase agreements, merger and reorganization agreements, purchase and sale agreements, post-sale consulting and employment contracts, earn-out arrangements, share exchange agreements, financial services documents and other business transaction documents, as well as documentation of “friends and family” investment situations and other “seed capital” financing transactions, venture capital and “angel” investment deals, and other private placements of securities.
Kent also focuses on internet and technology companies and has represented computer software developers and hardware manufacturers, semiconductor manufacturers, telecommunications infrastructure companies, IT consulting firms, internet start-ups and many other companies in a broad range of industries. He has extensive experience drafting and negotiating technology and commercial transactions, particularly in the software and internet spaces, and has negotiated and drafted major transactional agreements, licensing agreements, product development agreements, secured and unsecured credit agreements and strategic partnering agreements worldwide, including multiyear licensing deals with NetGear, LG, Bell Microproducts, Apple, Microsoft and hundreds of others. Kent also provides legal counsel and documents to his clients for their day-to-day legal needs, including trademark, trade secret, and copyright counseling and licensing; human resources and employee relations; internal practices and procedures; executive employment agreements; stock option plans and agreements; customer and vendor contracting; OEM/ODM and other reseller agreements; and crafting and maintaining the company's standard non-disclosure agreements, terms and conditions of sale, manufacturing agreements, distribution agreements, and other contract forms.
Recent Representative Transactions
- Represented Newport Beach, CA-based satellite tracking, telemetry and control company in its sale of Series A, Series B and Series C Convertible Preferred Stock to a large private equity fund. The amount raised in each financing ranged from $5 million to $15 million.
- Represented San Jose, CA-based business software implementation and consulting services company in its sale to a $6 billion publicly-traded computer services company. The transaction was valued at approximately $60 million.
- Represented Long Beach, CA-based game software development company in its sales of Series A Convertible Preferred Stock to certain high net worth angel investors. The amount raised in each sale ranged from $1 million to $5 million.
- Represented Newport Beach, CA-based telecommunications company in its acquisition of certain assets of the private telecommunication network division of a Fortune 500 company. The transaction was valued at approximately $11.5 million.
- Represented Dominguez Hills, CA-based produce distribution company founder in the sale of his ownership interests to a large international food distribution company. The transaction was valued at approximately $6 million.
- Represented U.S. subsidiary of a $8 billion foreign toy manufacturer in its joint venture with the U.S. subsidiary of a publicly-traded Hong Kong-based foreign toy distributor. The transaction was valued at approximately $10 million.
- Represented Irvine, CA-based exhibition display booth manufacturer in obtaining secured term loan and related secured line of credit from West Coast regional investment bank. The transaction was valued at $2.5 million.
- Represented Irvine, CA-based Storage over Internet Protocol (SoIP) software developer in various multi-million dollar technology license agreements with Texas Instruments, Bell Microcomputer, NetGear, and other Fortune 500 companies.
- Represented Irvine, CA-based cell phone data backup software developer in various multi-million dollar technology development and license agreements and product distribution agreements with Verizon Wireless, LG, Samsung, SONY Ericsson, Best Buy and other Fortune 500 companies.
Education
J.D., University of Virginia School of Law, 1990
Admitted
California
Memberships
Orange County Bar Association
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