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

Bar Admissions

California

Court Admissions

U.S. Federal Court, Eastern District of California

U.S. Tax Court

Affiliations

Member, Executive Committee, Tax Section, Sacramento County Bar Association

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

Recognized on the Best Lawyers in America 2004-2012 list, Tax Law

Jim Clarke

Contact information:

Shareholder

jclarke@weintraub.com

T: 916.558.6084

F: 916.446.1611

Practice Areas

• Corporate
• Mergers & Acquisitions

Professional Experience

Jim is a Shareholder in the firm’s Tax and Corporate Groups. His practice focuses on business transactions, planning and dispute resolution, transactional tax and business planning matters in connection with mergers and acquisitions; structuring and choice of entity planning in connections with business formations; buy-outs; equity financings; reorganizations, acquisitions, business dispositions involving corporate (including nonprofit) and pass-through business entities, 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 $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 IRC § 368(a)Reverse Triangular Merger (engineering industry).

Represented Company in $2-5 Million IRC § 355 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).