Gerald V. Niesar, Partner

Areas of Concentration

Corporate & Business Law, Securities; Mergers & Acquisitions/Reorganizations, Limited Liability Entities

Mr. Niesar’s practice centers on the general representation of emerging companies, both public and private, in a broad spectrum of industries, including high technology, service, manufacturing, distribution, and retail. In practice in San Francisco since 1969, Mr. Niesar’s expertise is in entity structuring, securities law and reorganizations, both statutory and non-bankruptcy.

He has handled virtually every type of legal issue that a public company may encounter including:

  • Equity and Debt Public Offerings
  • On-going Reporting
  • Mergers & Acquisitions
  • Sales of Assets and Division
  • Complex Strategic Partner Relationships
  • Financing transactions
  • IP Licensing, Acquisitions and Sales
  • Executive Compensation
  • Employment Disputes

lllustrative Matters

  • Represented seller in sale of subsidiary of a public company to another public company. Value of transaction was $12,750,000 paid in cash and stock of the purchaser (with registration rights).
  • Represented seller in sale of subsidiary of a public company to another public company for cash, stock of the acquiring company and a cash earnout. Total value of the transaction was $17,875,000.
  • Represented purchaser in purchase of subsidiary of public company by a public company for cash, stock of the acquiring company (with registration rights) and an earnout. Total value of the transaction was $10,000,000.
  • Represented the shareholders of the acquired company, as well as the acquired company. Merger of a Private Company with Subsidiary of Public Company. Total value of transaction was approximately $800,000 plus a series of earnouts, and employment arrangements.
  • Sale of Private Company to Public Company for cash. Total value of the transaction was $48,750,000. Represented the founding shareholder group who were the largest (ca. 40%) shareholder group of the seller. Transaction was originally structured as cash and stock leaving our clients with significant risk; we forced a restructuring of the transaction to all cash at a higher overall price for the company.
  • Management Buyout of Private Company for cash, notes and earnout. Total value of highly negotiated transaction was approximately $1,000,000 consisting of cash, notes and earnout. Represented the LLC formed for the purchasing group.
  • Purchase of Private Health Care Company by newly formed private LLC. Total value of the transaction was $4,434,150. Represented the LLC formed for the purchasing group.

Bar Associations & Memberships

  • California Bar (1970)
  • American Bar Association (1978-current)
  • Small Business Committee of the ABA Business Law Section (current)
  • Co-Chair of the Small Business Committee’s Task Force on Private Placement Broker-Dealer Registration (2003 to current)
  • Chair of a special ABA committee to advise the National Conference of Commissioners on Uniform State Laws on the Revised Uniform Partnership Act (1990 to 1995)
  • Chair of the Committee on Partnerships and Unincorporated Business Organizations (1980 to 1985)
  • Chairman of the Partnership Committee California State Bar Association (1976 to 1978)

Professional Activities

  • Retained as an expert witness on behalf of attorneys, small business owners, real estate developers and various entrepreneurs as an expert witness and/or consultant in many disputes involving such person and entities.
  • Lectured in the area of corporate, securities and partnership law for the California Continuing Education of the Bar, the University of California Extension, Santa Cruz, the National Business Institute and Lorman Education Services.
  • Written and contributed to numerous publications on corporate, partnership and securities law matters, including the California Limited Liability Company Forms and Practice Manual (co-author) first published by Data Trace Publishers, Inc. in 1994 and updated annually; Business Lawyer’s Bankruptcy Guide, a two volume work published by Clark, Boardman, Callaghan in 1992 (lead editor, and principal author of chapters on partnership, corporate, and securities law issues).
  • Named a California Super lawyer (an outstanding lawyer who has attained a high degree of peer recognition and professional achievement) 2004-2007.
  • Active duty with the Navy 1962-1966.

Education

  • University of Pennsylvania, LL.B., cum laude, 1969, Editor of the Law Review, Order of the Coif
  • University of Pennsylvania, B.S., Wharton School of Finance and Commerce, 1962

Languages

  • Mr. Niesar is conversant in German.

Contact Information

415-882-5300, ext. 232
gniesar@nvlawllp.com