Attorneys

s@clappkelner.com978.831.3190 — s@clappkelner.com
978.831.3190

Stowell R. R. Kelner

Founding Partner

Stow Kelner is a co-founder and partner of Clapp Kelner. He has a broad corporate practice representing US and non-US corporations and financial service companies in multiple areas including equity and debt capital markets, securitization, mergers and acquisitions, senior and mezzanine lending, leveraged leases, and various sensitive internal franchise matters. He has also represented HM Treasury in their privatizations of the UK electricity generation sector (National Power, PowerGen, and British Energy) and the underwriters in the first public debt issuance for the Czech Republic electricity generator, Cez.
	

Stow has practiced law in the New York and London offices of Davis Polk & Wardwell LLP and subsequently moved in-house with Morgan Stanley in London. As an Executive Director at Morgan Stanley, he advised various businesses, including securitization, the aircraft business, leveraged lending, and Morgan Stanley's FSA-regulated bank, Morgan Stanley Bank International Limited, where he sat on the Management Committee; he also risk-managed internal issues such as FCPA, execution guidelines, corporate veil, governance, and cross-business conflicts of interest. Most recently Stow moved to the business side on the Fixed Income securitization desk at Morgan Stanley to expand the European RMBS platform into Italy, Russia, and the UK.

Significant deals include:
- Complete recapitalization of GPA Group PLC, IFR's "Deal of the Decade" and "the most complex bond transaction of all time"
- Acquisition and integration of CityMortgage Bank, a Moscow-based mortgage bank and subsequent management for the 100% shareholder
- BOLD, the first microfinance structured bond, collateralizing loans to 25 microfinance lenders in 12 different countries
- Combined Italian and global offering of 250 million shares of Istituto Bancario San Paolo S.p.A.
- $1.4 billion Luxembourg listed Eurobond for Formula One, representing the first securitization of long-term media revenues in a major sport

Prior Experience
Executive Director, Morgan Stanley Securitization Group
Executive Director, Morgan Stanley Strategic Development
Executive Director, Morgan Stanley Legal Department
Davis Polk & Wardwell LLP

Bar Admissions

Massachusetts
New York

Education

New York University School of Law, Law Review
Oberlin College, Phi Beta Kappa

Industry Experience

Aviation
Electricity Generation
Financial Services
Real Estate

j@clappkelner .com
917 541 4165

John M. Clapp

Founding Partner

John is a co-founder and partner of Clapp Kelner. He is a senior corporate and securities attorney with broad-ranging experience in cross-border transactional matters. He has an extensive track record leading international mergers and acquisitions, restructurings, debt and equity capital markets transactions, and securities compliance matters. He has successfully closed dozens of complex acquisitions, dispositions, financings, and restructurings in the US, Europe, and Latin America and is a trusted advisor to boards and committees in troubled situations. He also has extensive expertise representing issuers from emerging markets on US securities matters. His experience spans the financial services, telecommunications, energy, transportation, and heavy industry sectors.

During the 1990s, John practiced for more than four years in Central and Eastern Europe, where he represented financial institutions, issuers, and borrowers throughout the region on numerous pioneering transactions, including high-profile privatizations and other acquisitions, US public offerings, Eurobond and GDR issuances, and commercially syndicated, ECA-backed and multilateral agency loan transactions, raising aggregate funds in excess of $3 billion. John is listed in The Legal 500 for Mergers, Acquisitions and Buyouts, 2010 and 2011 Editions.

Prior Experience
Partner, Thompson Hine LLP (Chair, International Practice)
Partner, Squire, Sanders & Dempsey LLP
Davis Polk & Wardwell LLP
Linklaters & Paines

Bar Admissions

New York
England and Wales (Inactive)

Education

Cambridge University Faculty of Law
College of Law, Lancaster Gate, London

Industry Experience

Energy
Financial Services
Heavy Industry