H. Clayton Cook Jr

Attorney & Counselor at Law

Representative Clients & Assignments

Mr. Cook advises U.S. and foreign clients (financial institutions, shipyards and industrial corporations, private shipowners and operators) in the structuring and implementation of transactions involving the construction, ownership and financing of U.S. flag vessels, and in the client’s related dealings with the U.S. government. He is frequently engaged by law firms as special maritime counsel and has served as an expert witness in litigation matters.

Client assignments have included numerous MarAd Title XI financings and Capital Construction Fund (CCF) Program contract awards and project rulings. CCF Program projects have included the adaptation of the CCF Program for use in leveraged lease financing transactions, the agreement for CCF Program benefit sharing in such transactions, and the first shipyard participation in the CCF Program. In other engagements he has assisted in the development of computer programs to measure CCF Program benefits in vessel purchases, and the application of this computer methodology to measure CCF Program benefits in leveraged lease financing transactions.

Clay was retained by MARAD itself in October 2002 to develop a federal income tax cost–benefit analysis of Administrator W. G. Schubert’s March 2002 Short Sea Shipping CCF Program proposals for discussions within the Department of Transportation and with the of Office of Management and Budget. During Clay’s service in the, by invitation only, National Shipbuilding Research Program (NSRP) Short Sea Shipping Workshops in 2007 and 2008, Clay and a colleague studied commercially available financing alternatives for Ro/Ro and other vessel designs for the MARAD America’s Marine Highway (AMH) and Navy Dual Use Vessel (DUV) programs. They developed a set of MARAD Program vessel financing structures for employment by private sector commercial vessel purchasers, that could be used to reduce a vessel’s fully financed cost by more than 30 percent over a 20 year transaction term. And they designed excel-based computer programs to measure these MARAD Program based cost savings, with sufficient precision to enable AMH and DUV vessel participants (owner-lessors, demise charter lessees and time charter users) to employ these structures in AMH and DUV “benefits sharing” transactions. Most recently, Clay has been a member of the Summit Consulting project team that MARAD selected for its 2013-2014 Title XI Program improvements study.

Clay’s 1970 Act MARAD General Counsel dealings with Departments and independent agencies were a predicate to administrative law practice dealings with the Departments of Agriculture, Commerce, Defense, Energy, Justice, Labor, State and Treasury, and the Environmental Protection Agency. Clay’s services have ranged from contract awards, interpretive rulings and rulemaking proceedings, to appeals to agency and departmental decisions, some of which were only successful after secretarial review. His 1995 Office of Legal Counsel, Morrison Knudsen memorandum filing in the NASSCO CCF Program Treasury challenge, was decisive in OLC’s decision making. This memorandum continues to be recognized as the most authoritative analysis of the legislative bases for MARAD’s CCF Program authority. His decade of contributed time as a Public Member of the Administrative Conference of the United States, and Chair of the ACUS Committee on Judicial Review, in the 1980s, were rewarded with an invitation to return to ACUS as a Senior Fellow in 2013.

Clay’s contacts with Congressional members and staff were initiated as the MARAD General Counsel responsible for the regulations and contract forms in the implementation of the 1970 Act. After Clay’s return to private practice, these developed to include client and contributed time in drafting legislative text and testimony on MARAD program subject matters, and Clay’s service on a variety of Congressional Office of Technology Assessment (OTA) study groups and panels. Clay’s Title XI Program testimony before the House Transportation and Infrastructure, Preparedness Subcommittee in March 2007, and his selection as an invitee for the NSRP Short Sea Shipping Workshops in May 2007 and October 2008 evidence the continuing recognition of Clay’s expertise. Clay’s client engagements continue to benefit from this service and Congressional member and staff recognition of Clay as a reliable citizen expert on multiple U.S. flag maritime subject matters.

1. Corporate Retentions: General & MARAD Program Engagements.

American President Lines, Ltd., Oakland, CA; Aquantis, LLC , Santa Barbara, CA; Arnhold & S. Bleichroeder, Inc., New York; Bank of America N.T. & S.A, San Francisco; Bankers Trust New York Corporation and BT Securities Corp., New York; Bird-Johnson Company, Walpole, MA; Coastal Cruise Line Inc., St. Louis; Diamond Shamrock Corporation, Dallas, TX; FedNav, Ltd., Montreal, Canada; First American Bulk Carriers, Inc., District 1 Marine Engineers Beneficial Assoc., Washington; General Dynamics Corporation, Quincy, MA; Horizon Shipbuilding, Inc., Bayou La Batre, AL; Hydrolink, LLC, Eau Claire, WI; J. Lauritzen & Co., Copenhagen, Denmark; Kvaerner Moss, Inc., New York; Lafarge Corporation, Southfield, MI; Lake Express LLC, Milwaukee, WI; Lehman Brothers Inc., New York; Marine Transport Lines, Inc., Secaucus, NJ; McCowen De Leeuw & Co., New York; National Steel & Shipbuilding Company, San Diego; New England Fish Company, Seattle, WA; Occidental Petroleum Corporation, Los Angeles; Pacific Resources, Inc., Honolulu; Pequot River Shipworks, New London, CT; Port Imperial Ferry Corp., Weehawken, NJ; Puget Sound Tug & Barge Company, Seattle, WA; Rand Logistics, Inc, New York; Shell Oil Company, Houston, TX; Signal Corp., Los Angeles, TX; Sun Oil Company, Philadelphia; TECO Energy, Inc., Tampa; Thomassie Enterprise Holdings, LLC, Lockport, LA; Transway International Corporation, New York; World City America, Inc., New York;

2. Corporate & Law Firm Retentions: Citizenship Issues.

American President Lines, Ltd., Oakland, CA; Bernstein, Shur, Sawyer & Nelson P.A., Portland, ME; Coudert Brothers, Washington; FedNav, Ltd., Montreal, Canada; Fulbright & Jaworski L.L.P., Washington, D.C.; J. Lauritzen & Co., Copenhagen, Denmark; Jones, Day, Reavis & Pogue, Washington, D.C.; Kelley Drye & Warren LLP, Miami; Lafarge Corporation, Southfield, MI; LG&E Energy, Louisville, KY; Pacific Resources, Inc., Honolulu, HI; Pierce Atwood, Attorneys at Law, Portland, ME; Puget Sound Tug & Barge Company, Seattle, WA; Shell Oil Company, Houston, TX; Sullivan & Cromwell, New York; Sutherland, Asbill & Brennan, Washington

3. Law Firm Special Counsel & Expert Witness Retentions.

Akerman, Senterfitt & Eidson, P.A., Tampa; Coudert Brothers LLP, Washington; Fulbright & Jaworski L.L.P., Washington; Jenner & Block LLC, Washington; Jones, Day, Reavis & Pogue, Washington; Katten Muchin, Rosenman LLP, New York; Kelley Drye & Warren LLP, Miami; Pierce Atwood, Attorneys at Law, Portland, ME; Preston Gates & Ellis LLP, Anchorage; Sullivan & Cromwell, New York; Sutherland, Asbill & Brennan LLP, Washington; Washburn, Briscoe & McCarthy, San Francisco;

4. U.S. Government Retentions.

Maritime Administration, U.S. DOT, Summit Consulting LLC, Title XI Program improvements study (2013-2014); and Maritime Administration, U.S. DOT, Fulbright & Jaworski LLC, CCF Program Cost-benefit study (2002).

H. Clayton Cook Jr

P.O. Box 684
McLean, Virginia 22101