Clint Foss
PEOPLE

Clint Foss

Associate
foss.clint@dorsey.com

Overview

CLINT HELPS CLIENTS ACHIEVE STRATEGIC BUSINESS GOALS THROUGH COMPLEX COMMERCIAL TRANSACTIONS, SECURITIES OFFERINGS AND MERGERS AND ACQUISITIONS.

Clint’s practice focuses on providing strategic and practical counseling to clients ranging from startups to Fortune 100 companies. Clint has extensive experience structuring, negotiating and executing a wide variety of commercial transactions, including supply, services and licensing agreements. He also advises clients in public and private securities and capital markets transactions, including debt and preferred stock financings, venture capital financings, cross-border transactions and underwritten public offerings. In addition, Clint regularly assists clients with M&A transactions, including public mergers and stock and asset acquisitions. He also advises clients with respect to corporate governance, Exchange Act reporting and stock exchange requirements and has previously advised clients on export, economic sanctions and national security matters.

Clint’s clients include major U.S. and international airlines, technology and e-commerce companies, and aerospace, automotive and electronics manufacturers. While working as an associate at Dorsey, Clint has twice served on secondments as an in-house attorney for a leading U.S. airline, assisting the airline with commercial transactions. Prior to joining Dorsey, Clint worked for over five years in finance and contract management roles for a large aircraft manufacturer.

Education & Admissions

Seattle University School of Law (2011), magna cum laude

Iowa State University (B.S., Business Administration, 2004), with honors

Admissions

  • Washington

Experience

Representative Work

Aviation

  • Delivered legal opinions to multiple airlines and leasing companies with respect to issues of title transfer and tax matters in connection with the acquisition of Boeing aircraft 
  • Represented leading U.S. airline in acquisition of 400 aircraft engines and long-term maintenance services program with engine manufacturer
  • Represented leading U.K. airline with respect to commercial aircraft purchase agreements and vendor agreements under the Uniform Commercial Code (UCC)
  • Represented private jet operator in connection with negotiation and entry into multiple lease and aircraft management agreements for private passenger jets
  • Represented U.S.-based manufacturer of electrical components in negotiation of general terms agreement and special business provisions with Boeing
  • Represented leading U.S. airline in negotiation of 200+ maintenance services agreements, general terms agreements, professional services agreements, statements of work, licensing agreements and other similar commercial agreements
  • Represented U.S. government subcontractor in negotiation of general terms agreement with respect to development and supply of unmanned air vehicle components
  • Represented aircraft component manufacturer in negotiation of Airbus supply agreement 
Commercial Transactions

Clint has assisted clients in the negotiation and execution of wide variety of types of commercial agreements, including the following:

  • Sales representative, distributor and other sales channel agreements
  • Manufacturing and supply chain agreements
  • Software license, SaaS subscription agreements and service level agreements
  • Professional services and consulting agreements
  • Non disclosure and confidentiality agreements
Mergers and Acquisitions
  • Represented e-commerce marketplace for home improvement and repair in multiple acquisitions of assets and entities in related industries
  • Represented Ballard Power Systems, a NASDAQ-listed provider of clean energy solutions, in its approximately $30 million acquisition of Protonex Technology Corporation
  • Represented pet boarding and services business in acquisition of multiple pet care and boarding businesses
  • Represented Kodiak Oil & Gas Corp., an NYSE-listed oil and gas producer, in its approximately $6.0 billion acquisition by Whiting Petroleum Corp.
  • Represented Ballard Power Systems in divestiture of its telecom backup power division
Securities / Capital Markets
  • Represented Seattle-based e-commerce platform in convertible debt and preferred stock offerings raising approximately $18 million
  • Represented Canadian financial services company in connection with the offering and sale of $325 million in senior unsecured notes under Rule 144A and Regulation S
  • Represented NYSE-listed Canadian issuer in connection with issuer tender offer for C$600 million in senior convertible notes
  • Represented Kodiak Oil & Gas Corp. in multiple offerings of senior notes under Rule 144A, registered note exchange offers totaling over $1.5 billion in value, SEC reporting, corporate governance and NYSE listing compliance
  • Represented Ballard Power Systems in multiple follow-on public offerings of units and common shares under the multi-jurisdictional disclosure system (MJDS)
  • Represented medical devices startup in multiple private placements of convertible debt
  • Represented supplier to the life sciences industry in $15 million equity offering, uplisting to NASDAQ, corporate governance matters and SEC reporting
  • Represented gold producer in offering of $225 million of convertible senior notes under Rule 144A and in at-the-market offering of up to $100 million of common shares

Industries & Practices

  • Aviation
  • Canada
  • Capital Markets
  • Corporate Governance & Compliance
  • Emerging Companies
  • Energy & Natural Resources
  • International Trade
  • Mergers & Acquisitions
  • Mining
  • National Security Law
  • Sustainability
  • Technology
  • Technology Commerce

Professional & Civic

Community Involvement

  • Wayfind, Board Member and Volunteer Attorney
  • Volunteer Coach for The First Tee of Greater Seattle

Accolades

  • Listed as a "Rising Star" by Washington Super Lawyers, 2019
Clint Foss