Stephen Clayton 

370 Wildwood Avenue Piedmont, California 94611
Cell: (510) 708-7667 

Senior Lawyer with a high level of experience and expertise in Foreign Corrupt Practices Act compliance, international business law and international transactions.


My background in international business law and setting up and managing the legal aspects of international distribution networks makes me unusually qualified to work in the field of FCPA Compliance. I am effective in working with business people to establishing compliance programs and conduct investigations.
  • Broad legal experience working on transactions and compliance in the USA, Asia and Europe.
  • Responsible for international Sales, Service, Engineering, Operations, Intellectual Property and Compliance legal work at Sun Microsystems, Inc., a Fortune 150 US company which had over 35,000 staff around the world and did roughly 60% of its business outside the USA.
  • Managed lawyers and staff in groups up to 20. Successfully hired and developed employees. 
I have given presentations on many aspects of Foreign Corrupt Practices Act compliance at more than 20 conferences and programs in the USA and other countries for organizations including ACI, ACC, Legal IQ, Beacon, SCCE, Economist Conferences, Marcus Evans, PLI, the 7th Annual General Counsel Conference, and Dow Jones. I have also published several articles on the FCPA.  These are on my web site.


Law Office of Stephen Clayton (2010-Present) 
Legal practice focused on international anti-corruption/Foreign Corrupt Practices Act consulting and services. For a list of services see

Sun Microsystems, Inc. Santa Clara, CA. (1988 – 2010)

      Senior Director, Anti-Corruption Compliance (2005 – 2010)
  • Responsible for Sun's worldwide Anti-Corruption Compliance Program. 
  • Wrote and put in place anti-corruption policies. Monitored and adjusted the program based on business reality and changes in the law. Worked with Internal Audit, Legal, International Sales management, Data Privacy, Security, Finance and other corporate functions to ensure the program was practical to run and effective in deterring violations of the FCPA.
  • Developed, wrote and presented training materials and conducted or supervised training for employees, partners, and train-the-trainer sessions.
  • Conducted investigations of allegations of violations in South America, Africa, Western and Eastern Europe, the Middle East and Asia. Countries in which I conducted investigations include Brazil, India, China, Korea, Venezuela, Saudi Arabia and Russia among others.
  • Developed and put in place a risk-based, worldwide business partner due diligence program, the first and most substantial business partner due diligence program in the computer industry. Worked with investigation companies around the world. 

      Senior Director Legal, Global Business Services (2004 –2005)
  • Responsible for all legal services for Sun's outsourcing, offshoring and alternative sourcing projects. Member of the GBS (new in 2004) and Product Technology Law Group management teams. Planned legal support, advised business group management team, set up processes and standards, managed in-house and outside counsel, drafted and negotiated very large, complex outsourcing projects.

      Senior Director, Products and Technology Law Group (PTL) (2002 - 2005)
  • On a team of 6 directors reporting to VP PTL, co-managed a 50-person Legal Department that provided complete legal services to one of the world's largest and most varied R&D groups.
  • Primary responsibility for legal services and business partner first for Network Storage Product Group, then Global Business Services. Managed other Sun lawyers on storage and outsourcing work.
  • Co-managed 40+ PTL employees, implemented changes in which 7 vertical legal departments were merged into one team, increasing service to clients and enhancing employee job satisfaction. 

      Network Storage Division General Counsel (1998 - 2002)
  • Managed all Legal services and processes for Sun's then $1.8B Network Storage Group.
  • Developed "virtual" legal department which utilized the skills and services of 20 Sun lawyers.
  • Performed intellectual property and distribution due diligence on several acquisitions.
  • Secured profit for Sun by proposing and implementing the tactic of negotiating grants of warrants for shares from companies from which the division was procuring OEM products. In two transactions I handled, this innovation gained Sun over $10M profit.
  • ·Reviewed details of an earlier acquisition and negotiated $10M payment from escrow to Sun.
  • Managed staff of 2 lawyers and supported their career development. 

      Director, European Legal Department (1996-1998, resident in the UK)
  • Directed and expanded Sun's legal services in Europe, Africa and the Middle East.
  • Managed a group of 12 lawyers (20 total staff) in 7 countries. Site managed Export Compliance team.
  • Established and ran Sun's European Works Council to comply with new EU law.
  • Supervised major EU Competition law issues - avoided litigation.
  • Worked with French counsel to reorganize the sales channels structure of Sun France to achieve business needs and avoid potential competition law exposure.
  • Terminated and replaced head lawyer in Sun France,
  • Frequently represented Sun in Brussels and Geneva on intellectual property and other policy matters with officials of the EU, WIPO and AEA.
  • Personally handled major customer and reseller contracts (Ericson, Solomon Bros., etc.) 

      Director, Asian Legal Department (1993-1996, resident in Japan)

      Intercontinental Division Counsel (1988-1992, Japan, AsiaPac, Canada, Latin America)
  • Established Sun's legal presence in Asia, set up subsidiaries and branch offices.
  • Established and enforced legal department policies and processes.
  • Negotiated Sparc Microprocessor and Sun Operating System license/OEM deals in Japan, Taiwan, Korea.
  • Negotiated the end of "exclusive" distribution agreements in Japan, Korea and other countries and established legal framework for multi-channel distribution networks. 
  • Developed innovative, easy to negotiate channel contracts for Latin America and Canada.
  • Supported Operations business and expansion in the Icon Region.
  • Hired legal staff and managed outside counsel and dispute resolution for the region.
  • Lobbied governments of Japan, Korea, Thailand, Singapore and Australia on Sun copyright policy.
  • Wrote training materials and gave training on FCPA to Sun Sales management and teams for Icon territories.Provided training on sales and channel contracts and other legal topics.
  • Worked closely with Sun's export licensing team to avoid problems as business expanded.

International Corporate Counsel, ComputerLand Corporation, Oakland, CA. (1984-1988)

      Associate, Helm and Purcell, Oakland, CA. (ComputerLand's outsourced firm)
  • Handled product procurement agreements with US and Asian vendors, foreign franchise agreements, OEM agreements, trademarks worldwide, export licensing and FCPA, sales of foreign subsidiaries.

Associate Attorney, Yuasa and Hara International Law and Patent Office, Tokyo, Japan (1982-1984 )
  • Wide ranging practice in international commercial, intellectual property, corporate, tax and litigation at one of Japan's oldest and largest law firms. Won an ICC arbitration case involving international bribery.

Associate Attorney, Law Offices of James A. Clayton, Sacramento, CA. (1977-1980)
  • Full range California corporate and commercial practice. Extensive litigation and trial experience. 

  • LL.M. (Asian Law) University of Washington, 1985. (Asian Law, emphasis on Japanese Law).
  • J. D. McGeorge School of Law, Sacramento, CA, 1977.
  • B.A. (International Studies) University of the Pacific, 1974. Overseas study, one year each in Bangalore, India and Tokyo, Japan.
  • Languages: Japanese (conversational at this point)


California State Bar 1977; Washington State Bar 1980
American Arbitration Association trained arbitrator. Served as arbitrator of several cases.
Co-chair, ACC Bay Area International Law Committee 2007 – present 
First runner-up, Best International Lawyer, First Annual Bay Area Corporate Counsel Awards (2010) 

Play electric bass and sing in blues and rock bands.