H. Clayton Cook

Principal, Cook Maritime Finance
Washington, D.C.

Cook Maritime Finance

H. Clayton Cook, Jr.

Mr. Cook advises U.S. citizen and non-citizen shipbuilder, ship owner and ship operator clients on legal issues associated with their U.S. maritime business operations, and serves as special maritime counsel to general practice law firms in their client transactions. He brings over 40 years of senior government and major law firm experience in reviewing, designing and implementing U.S. flag projects to his current engagements. He is recognized as one of the nation’s leading experts on the MARAD Title XI financing guarantee and Capital Construction Fund (CCF) tax deferral programs, and on the MARAD and U.S. Coast Guard U.S. citizenship determinations under Title 46 of the United States Code.

Clay completed 10 years as U.S. flag counsel for Seward & Kissel LLP in December 2014, and now continues his U.S. flag practice from new quarters in McLean, Virginia.

Clay began his professional career with Sullivan & Cromwell in New York City. He was then a tax practice partner with Pepper Hamilton & Scheetz in Philadelphia, and served as Sun Oil Company’s Tax Counsel, prior to his 1970 appointment as General Counsel of the U.S. Maritime Administration.

At MARAD, Clay was responsible for the Nixon Administration decisions that ended the Treasury Department efforts to prevent CCF Program implementation and compelled Internal Revenue Service cooperation. He was MARAD chair in the MARAD/IRS negotiations and in the working sessions that drafted the MARAD/IRS joint regulations, where he was personally responsible for the drafting of the more technically complex provisions. Clay also oversaw the General Counsel Office’s drafting of the MARAD regulations and contract forms needed to implement the Merchant Marine Act of 1970, and of the drafting of the Federal Ship Financing Act of 1972, Title XI program revisions.

As a partner at Cadwalader Wickersham & Taft, and counsel at Fulbright & Jaworski LLP and Seward & Kissel, Clay has advised banks and financial institutions, shipyards, and vessel owners and charterers in the construction, ownership and financing of more than $4 billion in U.S. built vessels. Clay has assisted clients in vessel ownership and operations in the Jones Act coastwise and Great Lakes trades, and the U.S. fisheries, in work that has included Title XI and CCF program use in citizen and non-citizen vessel lease financings. He is retained by bank and leasing company owner-lessors, and by law firms, as special counsel for structuring and providing opinion advice on the two MARAD programs and citizenship requirements for the ownership and operation of vessels in the U.S. domestic trades.

Clay’s work with a colleague in developing Jones Act vessel lease financing structures for the Navy’s National Shipbuilding Research Program in 2008 led to the issuance of their United States Patent, “System and Method for Financing Vessels”, Patent No: US 8,010,431 B1, on August 30, 2011.

Clay is a frequent conference presenter, and has published articles in Marine Money International, Marine Log, The Maritime Executive, Lloyd’s List and Benedict’s Maritime Bulletin. His Marine Money articles on MARAD CCF Program use, and on U.S. citizen and 46 USC 12119 non-citizen vessel leasing, are considered definitive statements of the rules governing these subjects.

Clay is admitted to practice in the District of Columbia and New York and before pertinent Federal courts and agencies. He is Martindale-Hubbell AV rated, and listed in Who’s Who in the World, Who’s Who in America and Who’s Who in American Law. Clay is not admitted to practice in the Commonwealth of Virginia.

Clay 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 currently serves as a Senior Fellow at the Administrative Conference of the United States, and is a Life Member of the American Law Institute, and a Proctor in Admiralty Member of the Maritime Law Association of the United States.

Clay and his wife Judith Tabler reside in McLean, Virginia. He is a member of The University Club in New York City and of The Cosmos Club and The Metropolitan Club in Washington, D.C.