Joseph G. De Angelis

Partner

621 Capitol Mall
18th Floor
Sacramento, CA 95814

Areas of Law:

Corporate, Mergers and Acquisitions, Tax, Joint Ventures

Admitted to Practice in:

California

Experience

Downey Brand LLP, Business Department, Former Chair; Executive Committee, Former Member; Corporate Practice Group, Former Chair

General Counsel Representation
Outside general counsel to many California headquartered companies including real estate, grocery, transportation, technology, forest products, construction, professional practice firms and associations, mortgage brokerage, manufacturing, construction and real estate.

Counsel corporate boards, officers and management on day-to-day and strategic business decisions, including advice regarding fiduciary duties, leasing, financing, joint venture partnering.

Represented numerous corporations, joint ventures, partnerships and limited liability companies from formation, financing, operations, and exit strategies through liquidation.

Mergers, Acquisitions and Spin-Offs
Lead counsel for seller of regulated public utility.

Lead counsel of purchaser of regional trucking company.

Lead counsel for seller of national specialty label processor.

Lead counsel for seller of trucking company operating in numerous western states.

Lead counsel for seller of regional building products distributor.

Lead counsel for buyer of regional automotive electronic parts supplier.

Lead counsel for target company in merger of regional health care providers.

Lead counsel for target company in stock acquisition of regional construction and paving company.

Lead counsel for selling group in stock acquisition of regional asphalt production company.

Lead counsel to target company in the sale of e-commerce company.

Lead corporate counsel for partner buy-out of farming and leasing corporation.

Counsel for acquirer in $120 million merger of regional food store chain.

Lead counsel for acquirer in acquisition and leasing of assets of retail automotive repair and restoration corporation.

Counsel for seller in an $80 million merger transaction of international consulting company.

Lead counsel for spun-off subsidiary company engaged in construction.

Lead counsel for parent company in connection with split-off of subsidiary company engaged in farming and real property leasing.

Strategic Alliances, Joint Ventures and Restructuring
Lead counsel for management in a strategic joint venture between publicly traded finance company and federal government contractor for development and privatization of decommissioned United States military bases.

Lead counsel for managing partner in pipeline development.

Lead counsel for managing general partner in the restructuring of the ownership of a limited partnership owning a high-rise office building.

Lead counsel for management in the leveraged buy-out of an investment subsidiary of a telecommunications company.

Lead counsel for developer/money partner in a joint venture with a construction contractor to acquire and develop a residential subdivision.

Lead counsel for senior management investing in and receiving unvested units in a limited liability company in connection with the restructuring and management transition of a regional container manufacturer.

Lead counsel for company in connection with restructuring and management equity investment in golf and recreation company.

Lead corporate counsel for developer in joint venture with publicly traded finance company to develop a regional shopping mall.

Taxation
Lead tax counsel for investors committee in connection with the bankruptcy rollup of over 100 real estate and debt limited partnerships with assets in excess of $250 million.

Lead tax counsel for taxpayers in IRS private letter rulings and technical advice memoranda.

Lead tax counsel for target company in a $300 million stock acquisition of a computer device company.

Lead tax counsel for acquirer in the acquisition of stock of an oil and gas subsidiary where the stock acquisition was considered an asset acquisition for income tax purposes.

Lead tax counsel for parent corporation in the split-off of agricultural cooperative subsidiaries.

Lead tax counsel for $55 million real estate like-kind exchange transaction.

Lead tax counsel in connection with commercial property like-kind exchange and tax opinion for conduit financing.

Special tax counsel for sales tax matters in connection with $300 million sale of regional cable television provider.

Lead tax counsel in property tax reassessment controversy in connection with ownership restructuring of residential apartment development .

Corporate and Real Estate Finance
Lead counsel for corporation in leveraged buy-out financing of construction company.

Debtor counsel for over $1 billion in credit facilities.

Special California debtor counsel for $100 million euro credit facility.

MEMBERSHIPS

Sacramento Area Commerce and Trade Organization, Membership Relations Committee, Chair

Sacramento County Bar Association, Member; Business Law Section, Former Chair; Tax Section, Former Chair

United States Tax Court, Member

American Bar Association, Tax Section, Member

State Bar of California; Corporate Tax Committee, Former Chair; Sacramento Chapter of the Young Tax Lawyers Committee, Former Chair

Certified Public Accountant (Inactive)

EDUCATION

University of California, Davis School of Law (J.D., 1991)
University of Nevada (B.S., summa cum laude; Outstanding Senior Award, 1985)

PUBLICATIONS

1999 Tax Notes 39-95, “ESOP-Owned Subchapter S Corporations: A Mistake in Need of a Fix,” March 1, 1999; and, the Exempt Organization Tax Review, Vol. 24, No. 1, April 1999, Co-Author with Daniel L. Simmons  

PRESENTATIONS

University of California, Davis, School of Law, Adjunct Professor, Taxation of Partnerships and Corporations, 2002-2003.

University of California, Continuing Education of the Bar, “Forming and Advising Limited Liability Combines,” Sacramento, CA 1999, 2000, 2004; 2007 Presenter

Tax Section of the Sacramento Chapter of the California Society of CPAs, “Sales and Redemptions of Partnership Interests,” 2003, Presenter

Sacramento County Bar Tax Section, “Limited Liability Company Agreements: What You See is Not Always What You Get,” 2001, Presenter

California Society of CPA's, “Mergers and Acquisitions: Preparing to Do the Deal,” 2000, Presenter

Sacramento County Bar Business Law Section, “Tax Aspects of Mergers and Acquisitions,” 2000, Presenter

Tax Counsel for House Ways and Means, Senate Finance Committee and the Internal Revenue Service as a part of the California Tax Bar, Washington, D.C. Delegation, “ESOP-Owned Subchapter S Corporations: A Mistake in Need of a Fix,” 1999, Presenter

Sacramento State University , Graduate Business School , “Practical Aspects of Partnerships, Limited Liability Companies, and Limited Liability Partnerships,” 1998, Co-Presenter

Sacramento County Bar Tax Section, “Practical Applications from A to Z: Using Qualified Subchapter S Subsidiaries and Disregarded Entities,” 1998, Co-Presenter