November 12, 2024

Carolina Aricu was a speaker at a CLE panel discussion “The Corporate Transparency Act: It’s Here Now – Are You Ready?” organized by the Los Angeles County Bar Association. This webinar provided practical guidance helping other lawyers understand how to navigate the CTA’s definitions and exemptions in order to advise their clients on the determination whether they qualify as reporting companies. In addition to an overview of the CTA and a detailed discussion of what information needs to be reported to FinCEN, this presentation also provided guidance on who qualifies as a beneficial owner and a company applicant for purposes of CTA compliance. This discussion also addressed the court challenges and potential legislative responses to the CTA that could impact future compliance.

November 8, 2024

Gerald Niesar was the moderator of a CLE panel discussion “The Ever-Expanding Consequences of Bartenwerfer v. Buckley” at the American Bar Association LLC Institute 2024 in Tampa, Florida. The Bartenwerfer case involved an innocent partner who, by virtue of partnership law, was found liable on a debt incurred by the partnership through fraudulent representation of her partner. The U.S. Supreme Court held that in her personal bankruptcy, she was not entitled to a discharge of that obligation because of the wording of the Bankruptcy Code. Since the Supreme Court decision, several other cases have resulted in denial of discharge in cases involving an “innocent spouse” and other non-partnership relationships. The panel reviewed these cases and urged the attendees to support an initiative seeking to have the ABA urge Congress to amend the Bankruptcy Code.

September 2024

Carolina Aricu was the moderator of a CLE panel discussion “Decoding the Corporate Transparency Act: Lessons from the First Months of Implementation” at the American Bar Association Business Law Section Fall Meeting in San Diego, California. The goal of this program was to address real-world issues that practitioners are dealing with day-to-day with the CTA, along with some “lessons learned” through the CTA’s first year. The attendees benefited from an insightful conversation about the practicalities of compliance with the CTA and about the current challenges and potential evolutions of the beneficial ownership information obligations.

June 2024

Alan Seher and Carolina Aricu were speakers at a program titled “Choice of Entities” at the request of Marcus & Millichap, a leading firm specializing in commercial real estate sales, leasing, financing, research and advisory services. This program, held in the San Francisco office of Marcus & Millichap, aided several real estate professionals in choosing the best type of entity for their clients based on the most recent regulations, and highlighted new tax strategies and planning techniques. This program also informed the attendees of the requirements arising out of the CTA, effective January 1, 2024.

April 2024

Niesar & Vestal LLP congratulates its client, Dr. Hari Dharan of Omnes Energy (Woodland, CA), for being awarded $200,000 as the Second Prize in the Department of Homeland Security Prize Competition. The winning Omnes product is a long duration power delivery for critical infrastructure systems, a nonlithium technology that uses an electromagnetically suspended steel rotor (flywheel) coupled with a motor/generator. The product powers up using solar or wind generated power, and uses the energy stored in the spinning flywheel to generate electricity after the solar or wind power subsides.

December 2023
Gerald V. Niesar and Carolina Aricu were speakers at a program focused on the Corporate Transparency Act (CTA) organized by the Wyoming State Bar. The CTA goes into effect January 1, 2024. Passed by Congress in the wake of the Panama Papers scandal, the CTA is supposed to enhance transparency in entity ownership and to combat money laundering, tax fraud, terrorism and other illicit activities. The program was designed to save business attorneys many hours of effort on gaining control of the hundreds of pages of text that have been distributed by FinCEN. The focus was on what attorneys representing corporations, LLCs and limited partnerships need to know to be up to speed regarding the CTA prior to January 1.

November 2023
Gerald V. Niesar and Carolina Aricu of Niesar & Vestal and Benjamin Berk of Arnold & Porter authored the 2023 supplement to the California Limited Liability Company Forms and Practice Manual. The Manual is the most useful and current resource available on California and Nevada LLC law and practice.  It also includes a Chapter and Forms for California LLPs. Some of the changes this year include the following:

• Included in Section 1.13.9 a new case awarding treble damages plus attorney fees in litigation by a Member or Partner seeking recovery of funds or other assets illegally diverted by a Manager or General Partner for the control person’s personal use.  
• Extensive materials were added or revised to prepare attorneys for the Corporate Transparency Act (“CTA”) reporting requirements that will become effective in January 2024.  Highlights are:

• Complete rewrite and update of Section 1.19 discussing CTA and its ramifications, requirements, etc.;
• A new Appendix I with a form letter advising clients about CTA, a Client Alert, a Guide for the CTA Reporting Officer, and optional, longer form provisions for Operating Agreements;
• New Forms (Appendix D-10, 11 and 12) to impose on subscribers to, or new members of LLCs, the requirement to provide personal information to the CTA Reporting Officer, where applicable; and 
• Amended all form Operating Agreements in Appendix H to incorporate provision for the Partnership Representative to also be the CTA Reporting Officer, plus numerous updates and other corrections to those forms.    

Click here to purchase the 2023 California Limited Liability Company Forms and Practice Manual from Data Trace Publishing

Ongoing
The firm has been involved in attempting to get clarity on the securities and broker-dealer issues raised by the recent California case People v. Cole. See the links below for documents and other information relating to this subject matter:

• Get your Mother to Invest in Your California Company – Go to Jail! (Do Not Collect $200)”, Primerus Newsletter, January 2010
• Letter to Commissioner of Corporations regarding People v. Cole, March 27, 2008
• Department of Corporations Release No. 119-C, October 22, 2008
• Email traffic to Ivan Griswold (Attorney for the Department of Corporations)
• Initial Statement of Reasons for Rule Changes Under the Corporate Securities Law of 1968

March 2016
Niesar & Vestal congratulates partner John A. Kelley on the publication of his article: “My Boss is Telling Lies About Me! Can I Sue?” in the March 2016 issue of Plaintiff Magazine. In his piece, Mr. Kelley evaluates the complexity and potential advantages of pursing defamation claims in actions against an employer. See Publications for the full article.

March 1, 2015
Niesar & Vestal welcomes Jeanne M. Darrah, Of Counsel. Ms. Darrah practices Estate Planning, including comprehensive estate plans with trusts, wills, medical and financial powers of attorney and all transfer documents, trust funding and administration.  Ms. Darrah’s Probate Practice includes probate administration, contested trust and probate petitions and conservatorship.

November 1, 2014
Niesar & Vestal congratulates John A. Kelley on becoming a partner in the firm effective as of October 1, 2014.

December 2014 
Gerald V. Niesar of Niesar & Vestal and Benjamin Berk and Ellen Fleishhacker of Howard Rice authored the 2014 supplement to the California Limited Liability Company Forms and Practice Manual.  The Manual is the most useful and current resource available on California and Nevada LLC law and practice.  It also includes a Chapter and Forms for California LLPs.  Some of the changes this year include the following:

• Expanded Limited Liability Partnership Agreement.
• An extensive discussion of the IRS proposed regulations on Series LLCs.
• Updated discussion of the self-employment tax as applied to LLCs.
• A new section discussing covenants not to compete in LLC buyout agreements.
• An expanded discussion of charging orders in the context of single member LLCs.
• A discussion and form language for resolution of deadlocks regarding major decisions.

October 18, 2013
Niesar & Vestal LLP congratulates its client, Alexandria Von Bromssen, on winning second place on season 12 of Project Runway, Lifetime’s television series which highlights fashion design.

March 22, 2012
On March 22, 2012, Gerald Niesar led a program at the ABA Business Law meeting on the subject ‘Who “Owns” the Client’ – an explanation of Jewel v. Boxer implications in law firm dissolutions and bankruptcies.

Fall and Winter 2011
Charging Orders and the Single Member LLC was authored by Gerald Niesar and published in Consumer Finance Law Quarterly Report Vol. 65, Nos. 3 and 4, Fall and Winter 2011.

December 9, 2011
Gerald Niesar participated in a one-day Advanced LLC issues Seminar sponsored by National Business Institute. Mr. Niesar spoke on issues concerning Securities Laws, Fiduciary Duties, and Minority Rights of LLC Members.

June 13-15, 2011
Corporate Partner June Lin presented a three-day training course at the InterContinental Grand Stanford in Hong Kong entitled “US Law for International Lawyers” focusing on corporate and securities laws, organized in conjunction with Euromoney Legal Training.

May 26, 2011
Corporate Partner June Lin participated in a securities law webinar for international lawyers and clients entitled “Dealing with U.S./U.K. Securities Law”, organized in conjunction with the International Transactional Services and Securities Practice Groups of The International Society of Primerus Law Firms, the first in a series of webinars highlighting the main topics integral for issuing securities in various countries.

October 15, 2010
Niesar & Vestal LLP hosted a reception in Napa Valley, California for the Primerus International Society of Law Firms. In attendance were attendees of Primerus’ annual meeting.

August 1, 2010
The firm is pleased to announce that June Lin has been elected partner effective August 1, 2010.

July 19-21, 2010
Corporate Attorney June Lin presented a three-day training course at the InterContinental Grand Stanford in Hong Kong entitled “US Law for International Lawyers” focusing on corporate and securities laws, organized in conjunction with Euromoney Legal Training.

June 1, 2010
The firm is pleased to announce that Stephen Rush has joined the firm as of counsel. Mr. Rush has over 25 years of experience in the entertainment industry with a focus on Intellectual Property, Domestic & Foreign Music Publishing, Purchase & Sale of Catalogues, Commercial and Infringement Litigation, and International Trade. He has extensive litigation experience in the areas of copyright infringement, determination of IP ownership rights, defamation and first amendment issues of news broadcasts. He currently advises clients on the creation, development, and monetization of intellectual property, such as music, video including 3D, and internet based content, and uses his extensive experience and contacts in strategizing with creative people to facilitate the development of their new media projects.

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