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Steven Kosach

Steven Kosach
Year Graduated: 1972
Title: Senior District Court Judge State of Nevada
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Stephen Clayton

Stephen Clayton

Attorney, Stephen Clayton Law in Piedmont, Calif.
Area of Practice: International Law
Year Graduated: 1977

Stephen Clayton's career has been truly global. His work with international business transactions has taken him all over the world; he has lived and worked in Japan and the United Kingdom and has traveled to countries as diverse as China, Korea, Taiwan, India, Australia, Saudi Arabia, Russia, Switzerland, Belgium, Scotland, Canada, Venezuela, and Indonesia, among others. Over the course of his career, Mr. Clayton has gained expertise in the Foreign Corrupt Practices Act (FCPA) and international anti-corruption. Now, as a solo practitioner based in Piedmont, Calif., Mr. Clayton provides consulting and legal services related to those areas of law. Mr. Clayton's interest in international issues began well before law school. As an undergraduate at University of the Pacific, he chose to major in International Studies and spent two years studying abroad, one in Bangalore, India and one in Tokyo, Japan. "I had a longstanding interest in international issues, really in different cultures, and I wanted to keep that up as part of my life," he explains.

When he decided to go to law school after college, Mr. Clayton chose McGeorge School of Law. Although McGeorge's international law program was not then as strongly developed as it is today, the school did offer a few classes in the subject, and Mr. Clayton took every one that was offered, including International Commercial Law, Public International Law, International Moot Court and Moot Court Honors Board, and Comparative European Law, which was taught by a visiting professor from Poland. While a student at McGeorge, Mr. Clayton relaxed by playing in a rock band with some of his fellow students. He also worked for his uncle's law firm in Sacramento, doing legal research and motion work in various areas of law. Interestingly, now-Supreme Court Justice Anthony Kennedy's father worked in the same offices, and Justice Kennedy himself had worked there for a time as well, so Mr. Clayton's phone at the office had "Anthony Kennedy" on the nameplate.

After Mr. Clayton received his J.D. and passed the California bar exam in 1977, he continued to work at his uncle's law office. By the time he left the firm in 1980 to pursue a Master of Laws (LL.M.) in Asian Law at the University of Washington, he had gained a great deal of commercial litigation and trial experience. As an LL.M. student, Mr. Clayton studied comparative law with a small group of students, about half of whom were from Japan, a quarter from other countries in Asia — including Korea, Taiwan, China, and Indonesia — and a quarter from the United States.

When Mr. Clayton finished his LL.M. coursework, he accepted a job as a foreign lawyer with Yuasa and Hara International Law and Patent Office in Tokyo. His work at Yuasa and Hara focused on international commercial law, intellectual property law, corporate law, tax law, and litigation. Mr. Clayton guided his clients, made up of Japanese and foreign companies, through international transactions. Although he was sometimes called upon to edit documents that Japanese lawyers had written in English, he was also able to use the Japanese language skills that he had cultivated as a student. "When I lived in Japan, I used Japanese all the time," he says. "I could meet clients and do whole transactions in Japanese."

Living and working in Tokyo, Mr. Clayton received a cultural education equivalent to, or perhaps even greater than, his legal one. For example, he explains, "When you're editing a Japanese lawyer's letter to a client, you're seeing how Japanese lawyers present the facts and law to clients. It was an opportunity to learn a lot about how Japanese lawyers think about the roles of law and business and about how Japanese people view the law and lawyers." Mr. Clayton also noted the difference between the American and Japanese approach to conflicts. Americans, he explains, hire lawyers to help them take their opponents to court, while the Japanese hire lawyers primarily for the purpose of knowing and protecting their rights, rarely resorting to litigation. He observes that Japanese companies had large legal departments and paid attention to contracts and intellectual property rights. "The Japanese are very legalistic, but they're not litigious."

After two and a half years at Yuasa and Hara, Mr. Clayton returned to California to serve as corporate counsel for ComputerLand on international issues, spending one year in-house and another four years as an associate with Helm and Purcell, ComputerLand's outside counsel. His work for ComputerLand involved handling product procurement agreements with American and Asian vendors, foreign franchise agreements, sales of foreign subsidiaries, export licensing, and handling the company's global trademarks.

In 1988, Mr. Clayton left Helm and Purcell to begin a long and distinguished career with Sun Microsystems, Inc., a Silicon Valley-based technology company. Over the course of twenty-two years, Mr. Clayton held seven different titles at Sun: Counsel for the Intercontinental Division (1988–92); Director of the Asian Legal Department (1993–96); Director of the European Legal Department (1996–98); General Counsel for the Network Storage Division (1998–2003); Senior Director of the Products and Technology Law Group (2003–04); Senior Legal Director, Global Business Services (2004–2005); and Senior Director, Anti-Corruption Compliance (2005–10). Most of these positions required extensive travel, and two required him to live abroad. "I was on a plane to Japan less than two weeks after I joined the company to negotiate a major trademark deal ...," Mr. Clayton says. "I was on the ground in Asia every month for the first five years I worked for Sun. I also traveled to Canada, Latin America, and Australia, mostly to negotiate or close transactions but also to set up subsidiaries and establish Sun's presence and distribution channels overseas." Eventually Mr. Clayton moved back to Tokyo with his family so that he could act as Director of Sun's Asian Legal Department.

The character of Mr. Clayton's work changed when, in 1996, he moved to a village outside of London to serve as Director of Sun's European Legal Department. "[W]hen I moved to Europe, I was doing more policy work, supervising other lawyers who were country counsel, and enforcing overall corporate policy throughout a large region. My work was less individual negotiations." His duties included directing all of Sun's legal services in Europe, Africa, and the Middle East; ensuring Sun's compliance with European Union law; and representing Sun on policy issues with the European Union and World Intellectual Property Organization.

Mr. Clayton and his family returned to California in 1998 so that his daughters could complete their secondary education in the United States. From 1998 until 2010, Mr. Clayton performed a variety of legal roles at Sun. He was the division general counsel for the Network Storage Division (a $1.8 billion business), co-managed the 45-lawyer Technology Law Group, and handled legal services for Sun's outsourcing projects. In 2005, he became Sun's first Director, Anti-Corruption Compliance and planned and implemented Sun's worldwide Anti-Corruption Compliance Program. In this role, he drafted policy and programs, developed and gave anti-corruption training for Sun employees and partners, created an internal FCPA investigation process, investigated allegations of corruption at Sun's operations worldwide, and formulated and implemented an innovative FCPA due diligence program, the first of its kind in an American computer company.

After Sun was acquired by Oracle Corporation in 2010, Mr. Clayton opened his own office in Piedmont, Calif., offering legal and consulting services geared toward helping companies develop and implement effective FCPA compliance and other anti-corruption programs. He reviews and makes recommendations regarding his clients' anti-corruption policies and programs; serves as a subject matter expert for FCPA and international anti-corruption matters; assesses his clients' corruption risk; helps structure due diligence program to monitor third parties representing his clients in foreign countries; offers FCPA trainings; and conducts FCPA compliance investigations. He has spoken on anti-corruption topics at more than twenty conferences and events, and several times a year, he teaches a two-day, intensive FCPA class for corporate lawyers, auditors, and compliance professionals. Since June 2011, he has also served as an adjunct faculty member at the School of Accounting at Golden Gate University, where he teaches a course on international anti-corruption that is targeted for forensic accountants. Outside of work, Mr. Clayton serves as co-chair of the Association of Corporate Counsel Bay Area Chapter International Law Committee and plays electric bass and sings in blues and rock bands.

Looking back on his career, Mr. Clayton notes, "Really, [my work] was figuring out how to find long-range win-win business solutions between international companies and [how to] create business relationships built around technology or distribution of products that were going to last for a long time and had staying power ... It's rewarding trying to figure out the motivation for the other side and how we can get the best deal for everyone without giving up our [clients'] core values." Mr. Clayton also enjoyed the feeling of accomplishment he got upon closing a deal, completing a major transaction or negotiation, successfully securing an acquisition or investment, or setting up a compliance program that added value to his company.

Mr. Clayton notes that international law can be a difficult field to enter. "There have always been very few international legal jobs," he says. "To get international legal jobs, my advice is to keep persevering ... My career path was to try to keep finding international jobs. Each time a job would end for one reason or another, I would look for a new international job and generally not stop until I found one." In addition to perseverance, Mr. Clayton points out that for any American lawyer a solid understanding of U.S. law is crucial to success as an international attorney. International attorneys are sought out for their ability to apply their expertise in their home country law to multinational situations. For example, international attorneys need to advise clients on whether U.S. law will be more favorable for their clients than the law of another country. "If you're going to be an international lawyer, having a real grounding in your home country's law is really essential. In a lot of business transactions, you get into issues about what law applies ... For example, in a contract, you have to decide whether to pick terms that apply under the California Commercial Code or the law of another country, or whether to rely on the United Nations Convention for the International Sale of Goods. You can save your clients a lot of money by helping them choose the correct terms."

Mr. Clayton has a few words of wisdom for students who are interested in international law: "Getting experience in your home country law is the best start. Going to court is good. Doing a lot of law and motion work is good ... After that, make sure you persevere and get that first international job. Get into the field, even if it is not in your ideal position. Finding the next job is much easier, and the next job is even easier still." Given his extensive experience in international law, students should be inclined to listen.

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