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, Past Member; Corporate Practice Group, Former Chair

General Counsel Representation

Outside general counsel to many California headquartered companies including renewable energy, building products, real estate, retail, food products, transportation, forest products, construction, professional practice firms and manufacturing.

Counsel corporate boards, officers and management on strategic business decisions, including advice regarding fiduciary duties, tax strategies, mergers and acquisitions, leasing, financing and joint venture partnering.

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

Mergers and Acquisitions

Co-Counsel for landlord/developer in $170 million restructuring of hotel casino operator.

Lead counsel for buyer in $30 million merger/consolidation of regional insurance brokerages.

Lead counsel for seller in $6 million cash and stock merger of construction materials supplier with NYSE listed buyer.

Lead counsel for seller in $30 million asset sale of regional retail food products division to private equity sponsored buyer.

Co-Counsel for buyer in $120 million cash merger of regional retail chain.

Lead counsel for buying group in $10 million asset acquisition of automobile dealer.

Lead counsel for seller in $25 million cash merger of building and construction products distributor with national products distributor.

Co-counsel for selling group in $85 million cash and stock merger transaction of international consulting company with NYSE listed buyer.

Lead counsel for seller in $27 million stock sale of regulated public utility to NYSE listed buyer.

Lead counsel for buyer in $8.5 million asset acquisition of regional transportation company by NYSE listed buyer.

Lead counsel for seller in $25 million asset sale of specialty label processor to national label processor.

Lead counsel for target company in $5.5 million leveraged buy-out of regional construction and paving company.

Lead counsel for selling group in $5 million stock acquisition of regional asphalt production company by international construction materials supplier.

Lead counsel for seller in $35 million asset sale of transportation company to private equity sponsored buyer.

Lead counsel for seller of regional building products distributor.

Lead counsel for buyer of regional automotive electronic parts supplier.

Lead counsel for buyer in connection with multi-million dollar stock merger of regional health care provider.

Lead counsel for managing partner in buy-out of farming and leasing venture.

Strategic Alliances, Joint Ventures and Spin-Offs

Lead counsel for management in $50 million+ joint venture between publicly traded finance company and government contractor for development and privatization of decommissioned United States military bases.

Lead counsel for managing partner in $110 million+ multi-state pipeline development and transportation joint venture.

Lead counsel for managing general partner in ownership restructuring of $50 million+ high-rise office development.

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

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

Lead counsel for senior management in multi-million dollar equity recapitalization and issuance of unvested partnership units in connection with the restructuring of a regional container manufacturer.

Lead counsel for company in connection with restructuring and management equity investment in leisure and recreational company.

Lead counsel for developer in $100 million joint venture with publicly traded finance company to develop regional retail mall.

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 counsel for parent company in connection with $20 million split-off of subsidiary engaged in farming, leasing and property development.

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

Lead tax counsel for target company in $300 million stock merger of a computer device company with NASD listed buyer.

Lead tax counsel for acquirer in stock acquisition of oil and gas company.

Lead tax counsel for parent corporation in multi-million dollar split-up of international agricultural cooperative.

Special tax counsel in connection with $250 million stock sale of regional cable television provider.

Lead counsel for corporation in leveraged buy-out financing of construction company.

Debtor and Special California counsel for over $1 billion in credit facilities.

MEMBERSHIPS

Sacramento Area Commerce and Trade Organization, Member ; Membership Relations Committee, Former 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

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 Professor Daniel L. Simmons. Article presented to Tax Counsel for House Ways and Means, Senate Finance Committee and the Internal Revenue Service in connection with the 1999 California Tax Bar, Washington, D.C. Delegation.

TEACHING AND 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 Companies,” Sacramento, CA 1999, 2000, 2004, 2007 and 2009 Presenter; “Business Buy-Sell Agreements,” 2005 and 2009 Presenter