Jeffrey M. Koewler

Partner

621 Capitol Mall
18th Floor
Sacramento, CA 95814

Areas of Law:

Corporate, Intellectual Property, Mergers and Acquisitions, Securities, Joint Ventures

Admitted to Practice in:

California

Jeff Koewler is a former Managing Partner of Downey Brand. He has extensive expertise in equity and debt offerings, mergers and acquisitions, lending transactions, and the formation of equity funds. Jeff also provides general counsel services to over 40 businesses, including start-up and emerging companies.

Experience

Jeff has represented numerous start-up companies and venture capital investors and investors in private offerings, most of which involved the issuance of preferred stock and the drafting and negotiation of stock purchase agreements, investors' rights and voting agreements, registration rights agreements, buy-sell agreements, as well as related documents. He has helped numerous private companies to prepare private placement memoranda, subscription packages, preferred stock offering documents, and other documents used to provide financing for emerging companies.

In the area of mergers and acquisitions, he has represented both sellers and buyers and has considerable experience drafting and negotiating letters of intent, merger agreements, asset purchase agreements, stock purchase agreements, noncompetition agreements and related documents.

The following is a sampling of some of his engagements:

Private Offerings. Jeff has advised numerous companies in the private placement of equity securities including private placements made by venture capital funds into private companies, and representing companies receiving investment funds. He has represented clients in numerous industries including consulting, finance, software, manufacturing, and alternative energy companies.

Debt Offerings. Jeff has extensive experience representing both borrowers and lenders in unsecured and secured debt offerings, including representation of banks and financial institutions. Jeff also has represented numerous clients in connection with bridge financing and convertible note offerings.

Joint Ventures. Jeff has formally represented numerous joint ventures and participants in joint ventures. These have included companies involved in developing new technologies, manufacturing operations, oil and gas ventures, and alternative energy companies.

Mergers and Acquisitions. Jeff has represented numerous companies in mergers and acquisitions. His representation in this area includes the acquisitions of:

•   manufacturing firms

•   car dealerships

•   consulting firms

•   banking

•   software firms

•   real estate ventures

MEMBERSHIPS

State Bar of California, Member

Sacramento County Bar Association, Member

Sacramento Area Commerce and Trade Organization (SACTO), President July 2006 – June 2008; Member Board of Directors and Executive Committee; Former General Counsel; Past Chair Membership Retention Committee

United States District Court for the Western District of California, Admitted to Practice

Sacramento Metropolitan Chamber of Commerce, Board of Directors and Former Executive Committee Member and General Counsel

Sacramento Rotary Club, Member

Sacramento Zoological Society, Former Member Board of Directors

The Sutter Club, Former Member Board of Directors

EDUCATION

Georgetown University Law Center, Washington D.C. (J.D., Order of the Coif, 1986)
University of California, Berkeley (B.S., 1981)