Nicole L. Soluri

Associate

621 Capitol Mall
18th Floor
Sacramento, CA 95814

Areas of Law:

Corporate, Securities, Mergers and Acquisitions

Admitted to Practice in:

California

Nicole Soluri is a senior associate in the firm's Corporate, Securities and Tax Group where her practice focuses on the representation of corporations, limited liability companies and other business entities in a variety of transactions as well as in matters related to general corporate governance. Nicole has significant experience representing private and public clients in securities offerings, venture capital financing transactions, matters of general business and corporate law, asset sales and acquisitions and mergers.

Nicole's practice includes advising emerging companies with respect to entity formation decisions as well as drafting operational agreements including private placement memorandums, confidentiality agreements, employment agreements and independent contractor agreements.

Nicole has advised numerous nonprofit and tax exempt organizations with respect to obtaining recognition of and protecting tax exempt status, complying with the California Nonprofit Integrity Act and other applicable laws, corporate structure and governance, operational issues and contract negotiation.

Prior to joining Downey Brand, Nicole worked at Wilson Sonsini Goodrich & Rosati, PC in Palo Alto, California, where her practice focused on representing issuers and venture capital investors in the formation and funding of emerging companies, advising public companies on their reporting and governance obligations and advising nonprofit and tax exempt organizations. Nicole currently serves on the Board of Directors of the Professional BusinessWomen of California (PBWC).

EXPERIENCE

Venture Capital Financing and Bridge Financing

Managed preferred stock venture capital financing and bridge financing transactions; negotiated and drafted related documents.

Corporate Governance and Securities

Incorporated numerous California and Delaware corporations and draft related formation documents.

Provided general corporate governance counseling to early stage and more advanced corporations.

Counseled clients on state and federal securities laws.

Counseled private and public company boards of directors.

Counseled clients on matters related to stock option plans.

Public Company Reporting and Governance

Drafted and reviewed public company reports and counseled clients regarding triggering events.

Provided counseling on resales of restricted securities.

Non-Profit Corporations

Advised 501(c)(3) corporations on governance issues under the Non-Profit Integrity Act of 2004.

Counseled non-profit boards on conflict of interest issues and interested party transactions.

Assisted boards of directors with zone of insolvency considerations.

Mergers and Acquisitions

Represented private and public clients in various M&A transactions, including drafting of asset purchase agreements, merger agreements and ancillary documents.

General

Former judicial extern for the Honorable Marilyn Morgan of the United States Bankruptcy Court, Northern District of California (San Jose Division).

MEMBERSHIPS

Sacramento County Bar Association, Member

Women Lawyers of Sacramento, Member

EDUCATION

University of California, Davis School of Law (J.D., Order of the Barristers, 2004)

Santa Clara University (B.A., 1999)

Charitable

Sacramento Children's Home, Board Member

Professional Business Women of California, Board Member