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Clayton E. Parker

Partner
+1.305.539.3306
Fax +1.305.358.7095

Mr. Parker is a partner in the firm’s corporate/securities and international practice. He has a broad experience in representing public and private companies in North America, Latin America, the European Union, Asia (with particular experience in The People’s Republic of China) and Australia. Mr. Parker also represents private equity firms, and their portfolio clients’, hedge funds, venture capital funds and entrepreneurs in diverse legal matters with a particular emphasis on initial public offerings, secondary offerings, SEC filings, Sarbanes-Oxley compliance, mergers and acquisitions, reverse merger transactions, private placements, secured lending, antitrust, employment issues, licensing and leasing agreements, distribution agreements, and joint ventures. The industries in which Mr. Parker has significant involvement include, telecommunications, manufacturing, shipping, internet based services, alternative energy, tobacco, software, government contracting, biotech and beverages.

His experience includes representation of corporations, partnerships and joint ventures, asset and stock acquisitions and dispositions, employment issues, commercial lending, security agreements, guaranties, mortgages, loan agreements, mergers, compliance, antitrust, patents, trademarks, copyrights, licensing and leasing agreements, reorganizations, director and officer representation, distribution agreements, due diligence, environmental counseling, franchising, private placements, public offerings and proxy contests. 

Professional Background

Mr. Parker practiced as a certified public accountant with Coopers & Lybrand.  In addition, he served as in-house counsel for Storer Communications and General Counsel for Burnup & Sims.

Achievements

  • 2015 M&A Lawyer of the Year - Florida, Corporate LiveWire Legal Awards
  • 2015 Corporate International IPO Transaction Attorney of the Year - Florida
  • Finalist, “Top Dealmaker of the Year” 2015 - South Florida Daily Business Review
  • Admitted to Florida Chambers - 2015 Corporate M&A and Private Equity
  • Named “Top Dealmaker of the Year” 2011 and 2013 - South Florida Daily Business Review
  • America’s Most Honored Professionals
  • Rated AV Preeminent Legal Ability and Ethical Standards
  • Top Lawyers in South Florida - South Florida Legal Guide

Professional/Civic Activities

  • American Bar Association
  • American Institute of Certified Public Accountants
  • Certified Public Accountant
  • Dade County Bar Association
  • Florida Institute of Certified Public Accountants

Speaking Engagements

  • Speaker, “Considerations for Chinese Companies: Completing a Listing on a U.S. Exchange,” Dealflow Media’s IPO Conference, Beijing, China, April 2011
  • Speaker, “Going Public in the United States: Special Considerations for Non-U.S. Companies,” The DTC Energy Colloquium, Denver, Colorado, March 2014
Securities.  Mr. Parker has represented issuers and investors in public and private offerings of equity, debt and convertible securities and is regular securities counsel to numerous publicly held corporations based in the United States, the European Union and in The People's Republic of China. He has assisted these public corporations with initial public offerings, reverse merger transactions, secondary public offerings, proxy contests, defense of hostile takeovers, SEC enforcement actions, periodic reporting requirements (annual, quarterly and current reports), Sarbanes-Oxley and Section 16 compliance, national exchange listings, shareholder meetings, proxies and compliance matters relating to the public securities markets.  Mr. Parker also has extensive experience with Rule 144 matters, legal opinions and preparing filings for and negotiating with the SEC, NYSE, AMEX and NASDAQ.
 
Mergers and Acquisitions. Mr. Parker has represented both U.S. and multinational buyers and sellers of a broad range of businesses.  Mr. Parker has represented small, middle-market and large companies in connection with public and private acquisitions and strategic investments involving both equity and cash ranging from several million dollars to more than $1 billion. Mr. Parker also represents operating entities based in Latin America, Australia, the European Union and The People's Republic of China and issuers in connection with acquisitions, spin-offs, reverse merger transactions together with concurrent and post-transaction financings.

Mr. Parker’s mergers and acquisitions experience includes representation of Brightstar Corp. in connection with the $1.26 billion purchase of common and preferred stock by Softbank Corp.; leading a team of 25 attorneys across a range of practice areas in the representation of a Nasdaq-listed client’s acquisition of a California-based pathology laboratory company (led negotiations of membership interest purchase agreement, transition services agreement, escrow agreement, non-solicitation agreements, financing instruments with the client’s principal lender, and led securities regulatory team on Nasdaq and SEC compliance); leading a team of 23 attorneys across a range of practice areas in the representation of a Nasdaq listed client’s acquisition of a Georgia-based cancer diagnostics laboratory (led negotiations of securities purchase agreement, and led financing and compliance teams in connection with an underwritten public offering utilizing a shelf takedown); the representation of a Denmark-based NYSE-listed issuer’s acquisition of a Denmark-based water solutions company specializing in integrated filtration solutions (led negotiations of equity purchase agreement and led financing and regulatory teams in connection with an underwritten public offering utilizing a shelf takedown to fund the acquisition.

Financings. Mr. Parker has represented private and public companies in connection with initial and subsequent rounds of common and preferred stock offerings, convertible debt and equity transactions, revolving credit and term loan facilities exceeding $3.0 billion, PIPE financings, as well as senior, subordinated, and mezzanine secured and unsecured financings exceeding $1.0 billion.

General Corporate Counseling and Governance. Mr. Parker provides general corporate counseling primarily to private and publicly held corporations and their boards of directors on a broad range of issues, including the duties of directors, defense of hostile takeovers, Foreign Corrupt Practice Act, Patriot Act, Sarbanes-Oxley and other corporate governance matters.  Mr. Parker also provides guidance on structuring and conducting annual and special stockholder meetings, forming, dissolving and migrating corporate entities, establishing stock option plans, drafting and negotiating executive employment agreements, severance agreements and settlement agreements.