H. Clayton Cook, Jr. is Counsel to Seward & Kissel LLP, a New York City based law firm founded in 1890 that is an internationally recognized leader in U.S. flag vessel financing. Mr. Cook began his professional career with Sullivan & Cromwell where he participated in Honda Motor Company and Sony Corporation initial public offerings in the U.S. and U.K. He then served as Sun Oil Company’s senior tax counsel prior to his appointment as General Counsel of the U.S. Maritime Administration, where he was responsible for the implementation of the Merchant Marine Act of 1970, and the drafting of the Federal Ship Financing Act of 1972 which governs MarAd’s current Title XI program. He also served on the three member Department of Commerce Maritime Subsidy Board, and as Deputy Chief of the delegation for the 1973 U.S./U.S.S.R. Maritime Agreement.
Mr. Cook has advised clients in transactions involving the construction, ownership and financing of U.S. flag vessels totaling in excess of $4 billion, and in related dealings with U.S. government departments and agencies. During his service at MarAd, Mr. Cook was personally responsible for drafting the 1970 Act Capital Construction Fund (CCF) joint tax regulations. His assignments have involved numerous Title XI financings and precedent setting CCF projects. His CCF work has included: the program’s use in leveraged lease financing transactions; the first and only U.S. shipyard CCF award; and the development of computer software programs to measure CCF benefits in vessel purchase and leverage lease financing transactions.
Mr. Cook has represented major non-citizen interests in Shipping Act, 1916, section 2 (46 U.S.C. § 50501) citizenship issues in the ownership and operation of vessels in the United States coastwise and Great Lakes trades. He was an invited participant in the Department of Defense 2007 and 2008 National Shipbuilding Research Program, Jones Act Short Sea Shipping workshops. He has presented testimony before Congress and served as an expert witness in a variety of federal district court litigation matters.
Mr. Cook is a frequent conference presenter and contributor of articles appearing in The Maritime Executive, Marine Money International, Marine Log, and Benedict on Admiralty. His articles on CCF program use and citizen and 46 U.S.C. § 12119 non-citizen Jones Act vessel leasing are considered to be the definitive statements of the rules governing these subject matters. His op-ed pieces have appeared in The Wall Street Journal and The Baltimore Sun.
Mr. Cook holds a B.S. in Chemical Engineering from Princeton and a J.D. from The University of Virginia, where he was Executive Editor of the Virginia Law Review and a member of The Raven Society and The Order of the Coif. He is admitted to practice in Colorado, the District of Columbia, New York and Pennsylvania. Mr. Cook is a Life Member of The American Law Institute, and a member of the Maritime Law Association of the United States (Maritime Finance Committee) and the American and District of Columbia Bar Associations. He is listed in Who’s Who in the World, Who’s Who in America, and Who’s Who in American Law.