Kent M. Clayton

Kent M. Clayton has over 25 years of legal experience, mainly 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, equipment leases, office leases, and other personal and real property lessor-lessee 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, 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 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 Google, NetGear, LG, Bell Microproducts, Apple, Microsoft and hundreds of others.

Kent also provides legal counseling and documents to his clients for their day-to-day legal needs, including trademark, trade secret, and copyright guidance and licensing agreements; human resources and employee relations advice; executive employment agreements; stock option plans and agreements; customer and vendor contracts; OEM/ODM and other reseller agreements; and crafting and maintaining clients’ standard non-disclosure and confidentiality agreements, terms and conditions of sale, manufacturing agreements, distribution agreements, and other business contract forms.


Education

University of Virginia School of Law (JD, 1990)


Admitted to Practice

California


Memberships

Orange County Bar Association


Languages
Japanese


Recent Media Coverage
Daily Journal Features Attorney Kent Clayton in “Businesses Must Get Up to Speed On Online Privacy Laws”
Daily Journal – January 2, 2015

Avvo Guides Features Berger Kahn Attorney Kent Clayton in “Three Common Myths of Self Incorporation”
Avvo Guides – September 2, 2014

Berger Kahn Attorney Kent Clayton Represents Satellite Communications Company In Sale of Ground Station Facility
April 11, 2014

Berger Kahn Attorney Kent Clayton Represents Silicon Valley Tech Company Systech Integrators In Sale of Company
February 21, 2013


Recent Representative Transactions
•Represented Newport Beach, CA-based satellite tracking, telemetry and control company in its sale of a ground station antenna facility to a multi-billion dollar publicly traded satellite-based imaging company. The transaction was valued at over $5M.

•Represented San-Jose, CA-based business software implementation and consulting services company in its sale to a $500 million computer services company. The transaction was valued at approximately $14M.

•Represented multi-billion dollar Chilean agricultural production and distribution company in its acquisition of all of the interests of a California-based food products company and its affiliated management company. The transaction was valued at approximately $8.5M.

• 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 $5M to $15M.

• 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 $60M.

• 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 $1M to $5M.

• 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 $11.5M.

• 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 $6M.

• Represented U.S. subsidiary of an $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 $10M.

• 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 $2.5M.

• 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.