Jamie Clark

jamesbryceclark-2K2009Jamie (jclark@oconnorcochran.com)  is a complex finance, workouts and Internet lawyer who also serves as General Counsel for OASIS, one of the largest global open data standards organizations.

He began his practice as a corporate restructuring/bankruptcy lawyer with Shearman & Sterling at 53 Wall Street in New York. He represented banks and technology companies in corporate workouts, finance & acquisitions transactions throughout the 1990’s; and handled bankruptcies and distressed real estate resolutions through the last downturn, including foreclosing on San Francisco’s Sir Francis Drake Hotel (which, by the way, is much nicer today, and has a great lobby bar — proving something about the efficient allocation of assets after a bankruptcy).

While in private practice, due to his early work with high-tech clients on Internet laws, he served two terms as chair of the American Bar Association’s business law subcommittee on electronic commerce, and co-editor of the business process standards for the first successful global e-commerce standards project (ISO 15000), and chairman of its Joint Coordinating Committee. Jamie served for five years as OASIS’ Director of Standards before taking over as their general counsel, where he is responsible for intellectual property, licensing, strategic partnerships and privacy and cybersecurity programs. Before that, he was vice president and general counsel of a healthcare e-commerce company, and a corporate & finance partner in a Los Angeles law firm.

Among other things, he has served on the European Commission’s ICT Rolling Plan and Priority Plan Task Force (for its multistakeholder panel on open data standards); as a U.S. delegate to the United Nations Commission on International Trade Law (UNCITRAL) for negotiation of the UN Electronic Communications Convention and Model Law on Electronic Commerce;  as program staff lead for NSTIC’s IDESG identity project; and on the expert staff for ISE.gov’s cybersecurity law enforcement and counterterrorism data interoperability project.  Jamie is a frequent speaker and author on Internet, e-commerce and privacy laws as well as complex finance transactions and real estate workouts. He holds JD and BSc degrees from the University of Minnesota, and is based in Los Angeles.

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Representative Transactions
Workout and Insolvency

  • Represented agent & bank syndicate in foreclosure of major historic going-concern hotel in San Francisco after relief from the bankruptcy stay.
  • Successfully obtained relief from stay motions permitting asset recovery in various single-asset and investment vehicle cases.
  • Negotiated & structured deed-in-lieu surrenders of real estate collateral for distressed apartment-complex loans, accompanied by solvency covenants.
  • Handled financing and workout issues for principal foreign investor in the exchange offer restructuring of a major motion picture studio, and a prepackaged bankruptcy of its home video subsidiary.
  • Foreclosed on various complex assets, including real estate projects, franchise businesses, portfolios of intellectual property, and closely held equity interests.
  • Provided structuring and opinion advice to securitizing lenders and borrowers regarding bankruptcy remote vehicle requirements and rating agency structures.
  • Negotiated and closed settlements regarding letter of credit disputes over draws, reimbursement arrangements and collateral issues.

Private Practice High Tech Transactions

  • Negotiated and developed long term supply chain purchase contracts, warranties and automated order arrangements for multiple Tier 1 suppliers of components, manufacturing and systems integration in the aircraft industry.
  • Developed and negotiated joint venture documents, software and vendor contracts for joint venture to supply in-flight Internet consoles for corporate jets.
  • Developed and negotiated master consignment agreements, customer terms & conditions, sales agent agreement, web order forms for internet-based consignment clearinghouse.
  • Developed and negotiated software development agreements, employment agreements and nondisclosure forms for internet marketing software company.
  • Wrote master licenses for franchised sales support software products.
  • Handled multiple settlements with software industry anti-piracy coalitions regarding license disputes over clients’ industrial workstations.
  • Developed privacy policies, customer terms & conditions and web site development agreements for various Internet sites including extreme sports equipment site, retail hobbyist site and children’s educational site.
  • Conducted detailed analysis of licenses, tracking services agreements, launch agreements and rental arrangements for purchases of bandwidth on Russian telemetry satellites.

Debt and Complex Finance

  • Negotiated and closed $235 million acquisition and working capital bank facility for high tech company borrower, and about 30 other working capital and revolving loan facilities.
  • Negotiated, documented and closed real estate and project financings for hotels, shopping centers and nursing homes.
  • Negotiated, documented and closed $45 million film financing and completion bond transaction documents for borrower production company.
  • Structured, documented and closed special subordination agreements among federal ship mortgages held by competing lenders in riverfront development parcels in New Orleans.

M&A and Corporate Finance

Documented, negotiated and closed various acquisitions, including:

  • $30 million stock purchase (by proxy solicitation) of furniture manufacturer; negotiated contested HSR application without a second request.
  • $10 million asset acquisition of a franchisor of delivery services by an Internet-based order fulfillment company.
  • $20 million stock acquisition and financing of Indiana machine shop business.
  • $5 million asset acquisition and financing of industrial facility in Texas.
  • Handled spin-off of software design and hardware integration business from parent company into new joint venture.
  • Handled a series of six private placements for limited partnerships and LLCs to acquire nursing home and long term care facilities.
  • Seller’s securities counsel for $230 million going-private sale of public high-tech company to Wall Street merchant bank.
  • Issuer’s securities counsel for underwritten $35 million follow-on stock offering for Los Angeles aerospace company; co-lead for $30 million initial public offering.
  • Issuer’s securities counsel for underwritten $100 million high yield debt offering for high-tech company.

Publications and Presentations

Recent Speeches

  • Practical Policy for Open Standards and Open Source in Europe (EU Commission DG Enterprise / European Patent Office, Brussels, November 2010) (panel chair).
    Ontologies, Patents and Licenses: Open Ontology Repository project (ONTOLOG, Sept. 2010).
  • Global Cloud Computing and SOA Standards in China (CESI, Beijing, May 2010)
    Security & Privacy in the Smart Grid (Connectivity Week, Santa Clara, CA, Clasma 2010).
  • Public-Private e-Business Standards: e-Commerce & Logistics. ISO/IEC/ITU/OASIS/UN (panel chair) (Geneva, Sept. 2008).
  • GridCom Forum: US SmartGrid Standards, IEC (Santa Clara, Feb. 2010).
  • 2007 Beijing Open Standards Conference: Global Standards Cooperation. Changfeng Alliance (Beijing, Dec. 2007).
  • Making Sense of Business Process Patents (ABA Business Law Section 2002).

Publications

  • “Judicial Responses to SPE Structures: Less Than Meets the Eye” in Commercial Real Estate Financing 2010 (Practicing Law Institute 2010).
  • “Take it to the Bank: Steering Transactions Around The Devil’s Triangle of Bank Failure”, 32 Los Angeles Lawyer 31 (October 2009).
  • “Securitized Mortgage Loans”, Chapter 10 of CEB California Real Estate Finance Practice (California CEB, 2006, 2007, 2008, 2009, 2010).
  • “Technical Standards & E-Commerce Contracts: Beyond the Four Corners”, 59 Business Lawyer 435 (ABA 2003).
  • “Securitizable vs. Traditional Mortgage Loans”, 17 The Review of Banking and Financial Services 269A (Standard & Poor’s, December 2001).

Boards and Affiliations

  • Electronic Commerce Subcommittee, American Bar Association’s Business Law Section Committee on Cyberspace Law (1998 – current, chairman in 2000-2003).
    Association of Corporate Counsel (member, 2009 – current).
  • US NIST SmartGrid Interoperability Panel, and its technical committees on demand-response transactions (PAP09), smartmeter data (PAP10) and privacy (CSWG) (2009 – current).
  • Management Group for the ISO-IEC-ITU Memo. of Understanding on e-Business Standards (2004 – current).
  • Interoperability Review Board, Kantara Initiative (electronic identity management) (2009 – current).
  • World Wide Web Coalition (W3C) Advisory Committee (2005 – current).
  • U.S. Delegation, United Nations Commission on International Trade Law (UNCITRAL), WG IV on Electronic Commerce (global e-signature treaties and model laws) (2000 – 2007, 2002-2015).
  • US HHS HITSP Harmonization planning committee (for its e-healthcare standards program) (2006 – 2007).
  • United Nations/ECE Electronic Business XML (ISO 15000) project: business process standards committee (2000 – 2003; co-editor in 2001), global coordinating committee (chairman, 2002-2003).
  • Board of Directors, Pierpont Bay Yacht Club, (2010 – current).
  • Board of Directors, Recreational Boaters of California (2015-current)