Josh Clayton 


Josh Clayton is an experienced corporate finance lawyer who has worked with a number of early-stage companies across a broad variety of industries.  Josh has over 10 years of experience in corporate and securities law matters, and has represented issuers, investors, and financial institutions in numerous capital raising transactions.  At CMB, he has led a wide variety of transactions, including recapitalizations and restructurings, secondary offerings, venture capital and seed financings, and strategic investments.  He has also represented parties in a broad spectrum of mergers and acquisitions in domestic and international markets and has managed local counsel and coordinated closings in a number of countries, including Australia, China, Argentina, Israel, Norway, and Russia.

A central part of Josh’s practice has involved serving as primary outside counsel to companies in the technology, real estate, and oil and gas industries.  He regularly consults with company management on corporate governance, due diligence matters, disclosure and reporting obligations, employment and equity compensation, fiduciary duties, strategic transactions and acquisitions, and general compliance with federal and state securities laws.  Josh has also handled a number of litigation matters, including several successful appellate cases.

Josh received his law degree from the Emory University School of Law and graduated from West Texas A&M University with a degree in accounting. Following law school, Josh served as a law clerk for Judge Mark E. Fuller of the U.S. District Court for the Middle District of Alabama.

Representative Transactions:

  • Represented whistleblower in obtaining first-ever recovery in connection with the Motor Vehicle Safety Whistleblower Act, including numerous meetings with federal elected officials and staff and navigation of complex multi-billion dollar bankruptcy proceedings

  • Represented social media measurement company in various financing rounds, including Series A offering led by Fortune 500 investors

  • Assisted in founding, incorporation, and several rounds of financing and strategic transactions for medical staffing technology company

  • Completed international and domestic acquisitions and several financing rounds as lead counsel for digital advertising technology company

  • Identified purchaser and represented industrial wastewater company in sale of the business and retention of executive team by acquirer

  • Represented rehabilitation equipment provider in acquiring technology, several financing rounds, negotiations with manufacturers, and corporate reorganization

  • Assisted transportation technology and services company in several debt and equity financing rounds

  • Acted as lead counsel in turnaround and foreclosure of intellectual property assets for beverage company, including preparing financing arrangement, security documents, and resolution of various claims and litigation

Litigation experience:

  • Anderson Energy Corp. et al. v. Dominion Oklahoma Texas Exploration & Production Inc. et al., 469 S.W.3d 280 (Tex. App.-San Antonio 2015, no pet.). In case of first impression, court ruled in favor of client and reversed summary judgment and defining meaning of “contract area” in joint operating agreement

  • BJ Services, S.R.L., et al v. Great American Insurance Company, 2013 WL 4779701 (5th Cir. 2013).  Obtained reversal of summary judgment against insured in coverage dispute under employee theft policy

  • Castle & Cooke Mortgage Co. v. Diamond T. Ranch Development, Inc., 2010 WL 4229113 (Tex. App.—San Antonio, Oct. 27, 2010)Obtained appellate reversal of $7 million judgment

  • Bencor, Inc. v. The Variable Annuity Life Ins. Co., 2011 WL 1330818 (Tex. App.—Houston [1st Dist.], Apr. 7, 2011)Affirming summary judgment in favor of client on grounds of res judicata and ruling that attorneys’ fees could be recovered

  • Citation Oil & Gas Corp. v U.S., 448 Fed. Appx. 441 (5th Cir. 2011). Represented energy company in appeal related to a dispute over the calculation of royalties on federal leases


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Bars / Courts Admitted:

  • Eastern District of Texas

  • US Federal Courts: Fifth Circuit and all Texas District Courts

  • State Bar of Texas

Educational background:

  • J.D. with Honors, Emory University School of Law

  • B.B.A.--Accounting, West Texas A&M University