Mr. Clough is a partner in Rutan’s Corporate Section. He has more than 30 years of experience as a corporate securities lawyer representing clients ranging from Fortune 500 companies to middle market companies, emerging growth companies and entrepreneurs. He has a broad range of experience with transactions including venture capital and private equity; mergers and acquisitions; and licensing, joint ventures and corporate partnering. He also provides general corporate representation.

Mr. Clough previously served as General Counsel of Answer Financial, Inc., a large online insurance agency and a portfolio company of the $16 billion hedge fund, Elliott Associates LP. Answer was sold to White Mountains Insurance Group Ltd., the parent of Esurance, in 2007.

Mr. Clough’s representative transactions include representing Apria Healthcare in its co-marketing strategic alliance with American Medical Alert Corp., St. John in its licensing transaction with the Italian fashion eyewear company Visibilia for St. John’s fashion eyewear line; London-based Cookson Group in its technology joint venture in China; Wells Fargo in its strategic investment in eCredit; Tokyo Electron in its acquisition from Sony of a semiconductor equipment manufacturing division; Orange County plastics manufacturer Stewart-Walker in its sale to a portfolio company of ING Equity Partners; LA-based office furniture manufacturer Harpers in its sale to Kimball; H-P in its sale of an Internet division to AboveNet; Answer Financial in its acquisitions from Capital One and Citigroup, its corporate partnering with Bank of America, CitiMortgage, CitiFinancial, Primerica and Sam’s Club and its sale to White Mountains Insurance Group Ltd.; and Verizon Wireless in licensing and in the outsourcing of a customer care and billing division to Accenture. He has also handled public offerings of securities including representing PurchasePro in its $50 million IPO and $275 million follow-on offering; meVC.com in its $350 million IPO; and Credit Suisse in its underwriting of eStamp’s $135 million IPO.

Mr. Clough has an LL.M. in Corporate Law from New York University School of Law (1979); a J. D. from Albany Law School of Union University (1975) and a B.S. from Siena College (1972). He is admitted in California, New York and the District of Columbia. He is a Member of the American Bar Association Section of Business Law, Committee on the Federal Regulation of Securities, Mergers and Acquisitions Committee and Subcommittee on Securities Registration; The State Bar of California Business Law Section and the Association for Corporate Growth, Los Angeles and Orange County Chapters.

Mr. Clough has lectured on subjects such as corporate governance and government investigations including the panel on "Ethics in Investigations: The Perils of In-House Counsel Standing Between the Government and Their Company," Association of Corporate Counsel, San Francisco, California (January 2009); the panel on "Securities Offering Reform and the General Counsel as Gatekeeper," Bay Area

General Counsel Group, San Francisco (March 2007); and the panels with Kevin Ryan, then U.S. Attorney for the Northern District of California, on "Corporate Governance," National Hispanic Bar Association Annual Meeting, San Francisco (September 2006) and on “Government Investigations," Association of Corporate Counsel Spring MCLE Conference, San Francisco (March 2006). He was a contributing author to the American Bar Association's February 2005 Comment Letter to the SEC on Securities Offering Reform, Release No. 33-8501 (November 3, 2004).

PRACTICE GROUPS

• Corporate/Securities

EDUCATION

• Siena College (B.S., 1972)
• Albany Law School of Union University (J.D., 1975)
• New York University School of Law (LL.M. Corporate Law, 1979)

MEMBERSHIPS/ADMISSIONS

• State Bar of California – Business Law Section
• American Bar Association – Section of Business Law
• Association for Corporate Growth – Los Angeles and Orange County Chapters