Fractional General Counsel-Empowering Businesses with Strategic Legal Expertise
With over 30 years of legal and business insight, Mark Kayton brings a powerful combination of strategic thinking, practical solutions, and deep legal expertise to every client engagement. As a seasoned in-house counsel across diverse industries, Mark understands the real-world challenges businesses face—and how to solve them.
He offers unparalleled proficiency in corporate law, real estate, contract negotiation, regulatory compliance and more, delivering results-driven guidance that protects assets, mitigates risk, and drives sustainable growth. From startups to large corporations, clients trust Mark to cut through complexity, align legal strategy with business goals, and deliver clear, actionable solutions. Mark’s passion lies in helping businesses thrive—by safeguarding capital, minimizing exposure, and unlocking opportunities through sound legal leadership.
Mark is an exceptional attorney, meticulously detail-oriented, and delivers results with impressive speed. His pricing is fair, reflecting his commitment to providing high-quality legal services. You can trust Mark to handle your case with genuine care and professionalism.
JH
Jonathan HornPrincipal, Horn Capital Realty, Inc.
Mark has provided the USS Hornet Board of Trustees with outstanding legal advice and counsel over the past year. He’s thorough, professional, and prompt in providing legal services.
Sam Lamonica
Chair
USS Hornet
SL
Sam LamonicaChairman-Board of Trustees, Aircraft Carrier Hornet Foundation
“Mark Kayton served as my General Counsel and Chief Administration Officer for over 8 years, and his impact was nothing short of transformative. His legal expertise, strategic mindset, and steady leadership helped guide the company through critical growth phases, complex negotiations, and operational scaling. Mark was not only a trusted advisor but also a cultural anchor, respected across the organization for his integrity, pragmatism, and commitment to excellence.
TM
Todd MobratenCEO, OrangeGrid, LLC
Work
Preparation of SaaS MSAs
Drafted and negotiated numerous SaaS MSAs for early-stage FinTech company, including multi-million-dollar MSA with large public company that required months of back and forth with corporate procurement.
Obtained regulatory approval in some 24 states for first-of-its-kind insurance product designed to protect homeowners with negative equity. Process included numerous meetings with key regulators like the New York Department of Financial Services to explain how the product worked, how it should be classified and why it was in the public interest to approve it.
Devised and executed a tax-free conversion of a C-Corp operating entity with a complex capital structure to a newly-formed LLC, preparing all supporting documents and facilitating the closing.
Structured and closed a capital raise totaling more than $15M over the course of several years for a start-up/early-stage FinTech business, including the company's first institutional capital investment. Raise consisted of both debt and equity and utilized a number of vehicles, including traditional membership interests, SAFEs, warrants and options.
Implemented policies and procedures for national title insurance agency that resulted in a 50% reduction in pending title claims and an 80% reduction in pending defensive litigation less than two years into my tenure.
National title insurance agency, appraisal management, asset management and settlement services business headquartered in California, with additional offices in Texas, Pennsylvania, and Utah, and providing services in some 46 states.
Led the full spectrum of legal operations, including corporate governance, intellectual property protection, title and claims management, high-stakes litigation, complex commercial contracts, licensing, and regulatory compliance across multiple jurisdicti
Served as lead legal representative in the successful acquisition of the company by a multi-billion-dollar hedge fund group, ensuring a seamless transaction and favorable terms.
Oversaw and strategically directed outside counsel in a wide range of litigation matters, achieving an 80%+ reduction in pending legal actions through proactive resolution and risk mitigation.
Designed and instituted comprehensive compliance protocols and governance frameworks, driving a significant and sustained reduction in legal claims and financial losses from program inception onward.
Jul 2018 — May 2019
Zieve, Brodnax & Steele, LLP
Consultant/Executive Director
ZBS Law, LLP is a litigation and default law firm specializing in creditor representation and legal services across the Western United States, offering a wide range of services including foreclosures, bankruptcies, evictions, and real estate transactions.
Restructured senior leadership by replacing underperforming executives and managers to drive accountability and instill a high-performance, execution-focused culture.
Served as a trusted strategic advisor to the founding partner and regional leadership, offering guidance and support to effectively navigate complex market challenges and drive organizational resilience.
Aug 2016 — Sep 2024
OrangeGrid - Empowering People in Process
General Counsel and Chief Administrative Officer
Early-stage SaaS Business Process Management Software provider focused on the real estate and financial services sector.
Spearheaded all legal functions, driving corporate governance, intellectual property management, litigation strategy, contract negotiation, and regulatory compliance to protect the company’s interests and ensure seamless operations.
Negotiated high-value contracts and meticulously managed document preparation, enhancing operational efficiency and minimizing legal risks.
Led capital acquisition initiatives, facilitating funding strategies while providing critical legal support to investor relations efforts, ensuring alignment with long-term business objectives.
Oversaw cross-functional administrative operations, including HR, accounting, and compliance, ensuring optimal performance and adherence to regulatory standards.
Collaborated closely with senior leadership, providing legal counsel on strategic planning, risk management, and key operational decisions to drive business growth and success.
May 2013 — Oct 2015
AmTrust North America
VP - Real Estate Insurance Group
AmTrust Financial Services, Inc., through its subsidiaries, operates as a multinational property and casualty insurance company focusing on workers' compensation for small businesses and specialty risk insurance.
Co-invented and spearheaded the development of a groundbreaking, first-in-market property and casualty insurance product tailored specifically for mortgages with negative equity, effectively addressing a critical and previously unmet need in the industry.
Collaborated closely with actuarial teams to design robust risk models and establish competitive, data-driven pricing structures, and led the regulatory strategy and execution, securing product approvals across 24 states.
Founded and structured a new title insurance carrier from the ground up, serving as interim Chief Underwriting Counsel during the launch phase to guide operational, legal, and compliance frameworks.
Sep 1992 — Sep 2012
First Southwestern/First Financial Title Group
General Counsel and Senior Executive
A multi-state group of real estate-related businesses, including title and P&C insurance agencies, land surveying and foreclosure auction companies and a national property preservation, REO maintenance and repair company.
Formed, organized, operated and handled all legal matters for the entities comprising an organization that had over 30 offices in 13 states at its height.
Designed and implemented innovative, RESPA-compliant joint venture models with settlement service providers nationwide, supporting strategic growth and regulatory adherence.
Led and executed comprehensive exit strategies, including the successful sale of a property preservation company and targeted divestitures of select title and settlement service entities.
Acted as primary legal and regulatory liaison, representing all organizational entities before regulators and underwriters. Proactively resolved compliance issues and implemented forward-looking controls to mitigate future risk.
