Clifton B. Clark

BIOGRAPHY
Phone: (859) 288-2837 | Fax: (859) 252-0688 | Email: cbclark@jacksonkelly.com
175 East Main Street, Lexington, KY 40507


Clifton B. Clark is a Member in the Firm's Lexington, Kentucky, office where he practices in the Tax and Commercial Law Practice Groups.

Mr. Clark graduated from the University of Kentucky College of Business and Economics in 1990.  After earning his undergraduate degree in accounting, Mr. Clark attended the University of Kentucky College of Law and worked with the international public accounting firm of Coopers & Lybrand, LLP.  He is a Certified Public Accountant and an active member of the Kentucky Society of Certified Public Accountants, where he serves as a member of the Tax Committee.

Since graduating from law school in 1993, Mr. Clark has represented individuals and business clients of all sizes in a number of industries including manufacturing, marketing, wholesale and retail sales, mining, banking and insurance, coal and natural resources, as well as the health care and pharmaceutical industries.

As counsel to his clients, Mr. Clark regularly provides advice on a wide variety of legal issues encountered in the course of transactions ranging from initial business formation, capitalization, financing, contract negotiation, secured transactions and mergers and acquisitions.  Mr. Clark has assisted clients with employment-related issues, real estate and commercial leasing transactions and has helped clients adopt and implement employee stock option and other equity incentive compensation plans.

Mr. Clark has represented small businesses, as well as angel investors and private equity firms, in the negotiation and formation of joint ventures and venture capital transactions involving the private placement of securities.  He has worked with investment bankers in reorganizations and recapitalizations and has provided legal advice on the business, tax and regulatory issues encountered by clients in transactions involving the sale of their business and the liquidation and termination of business operations.

Over the course of his twenty years of experience, Mr. Clark has also provided advice to domestic and international clients on a wide variety of federal, state and local tax issues.  Mr. Clark has represented clients in matters before the Internal Revenue Service and the Kentucky Department of Revenue and is admitted to practice before the United States Tax Court.  His tax experience includes tax planning in connection with a variety of proposed transactions, including tax-free reorganizations, obtaining private letter rulings from the IRS and the resolution of income, property and sales tax disputes with the Kentucky Department of Revenue.

Mr. Clark also represents a number of nonprofit, tax-exempt organizations and regularly provides advice on general corporate governance and tax compliance matters.  He has assisted clients in the development and presentation of director orientation and training programs and has worked with clients on issues involving taxable subsidiaries and the unrelated business income tax (UBIT).

Mr. Clark’s experience in the area of mergers and acquisitions includes:
 

  • Representing affiliate of a publicly-traded foreign corporation in acquisition of a coal company valued at approximately $20 million, including advising regarding U.S. holding company structuring, federal and state income tax implications and negotiation, documentation and closing of acquisition transaction

Mr. Clark’s experience as counsel to consumer lenders includes: 
 

  • Representing lender in loan transaction associated with the acquisition of coal company valued at approximately $50 million
  • Advising lender on real property and regulatory issues associated with acquisition and lending transaction and the issues relating to the perfection and priority of secured interests in collateral of target company

Mr. Clark’s experience in the area of secured transactions includes: 
 

  • Representing family-owned manufacturing corporation in negotiation and documentation of term loan and revolving credit facility with regional lender

Mr. Clark’s experience in the area of corporate governance includes:
 

  • Serving as corporate counsel to pharmaceutical manufacturing company engaged in contract development and manufacturing
  • Advising on corporate structuring, federal, state and local income tax matters, contract negotiation, employment and general corporate governance matters

Mr. Clark’s experience with join venture transactions includes:
 

  • Serving as counsel to franchisor of regional quick-casual restaurant chain with approximately 300 company owned and franchised locations in negotiation and documentation of joint venture transaction with national restaurant chain
 
Legal Experience
 
2012 - PresentJackson Kelly PLLC
1997 - 2012Dinsmore & Shohl LLP, Partner
1995 - 1997Jackson Kelly PLLC
 
Professional Experience
 
1992 - 1995Coopers & Lybrand, LLP, Tax Associate
 
Education
 
1993J.D.University of Kentucky College of Law
1990B.S.University of Kentucky (Accounting (with distinction))
 
Bar Admissions
 
1993Kentucky
 
Court Admissions
 
2012U.S. Tax Court
1995U.S. District Court, Eastern District of Kentucky
1993Kentucky Supreme Court

Professional Involvement:
  • American Institute of Certified Public Accountants
  • Kentucky Society of Certified Public Accountants
  • Kentucky Bar Association (Business Law and Taxation Sections)

Writings and Publications:
  • "Early professional advice gives you power in business purchase or sale deals," The Lane Report, Oct. 25, 2016
  • "Tax Modernization (HB 272 Makes Sweeping Changes to New Tax Law)," Kentucky Alert, Third Quarter, 2005
  • "Buying or Selling a Business? Consider These Tips When Negotiating a Letter of Intent," The Lane Report, Dec. 2004
  • "Securities Law Concerns for Small Business," Kentucky Alert, Fourth Quarter, 2004

Awards and Honors:
  • Rated Distinguished by Martindale-Hubbell
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