Contact Information

555 Capitol Mall 9th Floor

Sacramento CA 95814

916.325.4578

jclarke@mhalaw.com

Practice Focus

Corporate Law

Tax Law

Executive Compensation

Jim Clarke | Shareholder

Professional Experience

As a shareholder in the firm’s Business Services practice group, Jim provides general corporate and tax counsel to a wide variety of private companies. His practice focuses on business transactions, planning and dispute resolution for private companies, including mergers and acquisitions; structuring and choice of entity planning in connection with business formations; buy-outs; equity financings; reorganizations and business dispositions involving corporate (including nonprofit) and pass-through business entities.

Jim’s tax practice focuses on transactional tax planning as part of his corporate practice, and includes general business tax planning and client representation in federal, state and local tax controversy matters.

As part of his executive compensation practice, Jim combines his corporate and tax specialties to work with businesses in the planning and implementation of key employee compensation arrangements, including stock and synthetic equity performance incentives, deferred compensation plans, stock option plans, stock appreciation rights, and phantom stock option plans.

Representative Matters

Represented Seller in post-acquisition restructuring with recapitalization reorganization of parent and acquisition of qualified engineering subsidiary as part of multi-state expansion (engineering industry).

Represented Seller in $90 million asset sale with 338(H)(10) election and post-closing partnering (engineering /construction industry).

Represented Seller in $150 million asset sale with 338(H)(10) election (financial institution).

Represented Seller in $2 million stock sale (minority interest) in food manufacturing business (food processing industry).

Represented Buyer in $1.2 million merger of law firms as part of the geographic expansion of Buyer (legal services).

Represented Buyer in $6 million asset purchase (including real estate) of licensed residential care facility (licensed care services).

Represented Buyer in $10 million asset purchase with post-closing partnering and professional seller relationship (medical services industry).

Represented Seller in $5 million asset sale with post-closing professional services relationship (medical services industry).

Represented Seller in $95 million cash and stock transaction structured to qualify as an IRC § 368(a)(1)(A) reorganization (medical technologies industry).

Represented Seller in $25 million stock sale with post-closing partnering (engineering industry).

Represented Seller in $5-10 Million stock sale and $2-5 Million Spin Off of unwanted assets (commercial real estate industry).

Represented Buyer in $1-5 Million asset acquisition and operational financing (healthcare industry).

Represented Company in $40-50 Million private placement and debt financing (construction products industry).

Represented Buyer in $15-20 Million asset acquisition and financing (commercial real estate industry.)

Represented Buyer in $5-10 Million Stock Acquisition via Reverse Triangular Merger (engineering industry).

Represented Company in $2-5 Million Spin Off Reorganization, with associated Stock Redemption and Land Sale (land conservation industry).

Represented Buyer in $2-5 Million Asset Acquisition (manufacturing/food processing industry).

Represented Buyer in $10-15 Million Asset Acquisition (engineering/construction industry).

Represented Companies in $5-10 Million, and $15-20 Million Entity Restructuring with associated IRS Private Letter Rulings (commercial real estate industry).

Represented Seller in $2-5 Million Stock Sale (engineering industry).

Represented Seller in $15-20 Million Asset Sale (food processing industry).

Presentations/Publications

Co-Author, “The Limited Liability Company,” October, 2005, 2006, 2007, James Publishing

Presenter, “Pros and Cons of Legal Structures,” Management Consultants of California, 2005

Presenter, “A Primer on S Corporations in California. Tax and Non-Tax Issues,” Lorman Education Services, 2003, 2008

Presenter, “Business Entity Choices for Real Estate Investors,”  McDonoguh Series Presentation, 2003

Presenter, “Buying and Selling the Small Business,” CEB 2003

Presenter, “Selected Strategies For Mergers and Acquisitions,” Lorman Education Services, 2003

Presenter, “Federal Taxation of Partnerships in California,”  Lorman Education Services, 2002

Presenter, “Exempt Organizations and Charitable Activities in California,” National Business Institute, 2002

Presenter, “From Dot Com to Hot Com – Establishing/Evolving Your Online Business,” McDonough Series Presentation, 2000

Presenter, “Taxation and Technology: Multi-State Tax Issues Facing an E-Commerce Enterprise,” Sacramento County Bar Association, Tax Section Meeting, 2000

Leadership Positions/Affiliations

Board of Directors, McDonough Holland & Allen PC

Past President and Member of Executive Committee, Tax Section, Sacramento County Bar Association

State Bar of California – Business Law, Employee Benefits and Tax Sections

Honors/Awards

Recognized on The Best Lawyers in America® 2004, 2005, 2006, 2007 and 2008 list, Tax Law

MHALaw Search

Admitted to Practice

State Bar of California, 1988

United States Federal Court, Eastern District of California

United States Tax Court

Education

University of the Pacific, McGeorge School of Law

LL.M., with Great Distinction, Taxation, 1989

J.D., with Distinction, 1988

Order of the Coif

Traynor Honor Society

University of Alberta, Canada

B.A., with Honors, History, 1984