Corporate Law
Downey Brand is the one of the leading corporate law firms in Sacramento. As outside general counsel, our law firm represents more than 100 of the region’s companies, handling all legal matters for public, private, and family-owned companies, non-profits, limited partnerships, and LLCs. For other national and regional companies, our law firm is called upon to act as special counsel, to guide our clients through every phase of complex corporate transactions.
Our corporate law lawyers become intimately familiar with our clients’ businesses to better serve them and help them accomplish their goals. In this role, we are always available to offer strategic legal advice as well as to negotiate and document specific transactions. Our law corporate law attorneys also assists clients with legal issues they encounter regarding ongoing operational and legal compliance questions, including regulatory compliance, employment law, and the fiduciary obligations of officers and directors to investors. Other examples of services regularly performed by our corporate lawyers include the formation of business entities, the development and negotiation of shareholder agreements, and the structuring of joint ventures.
Selected Experience
Selected Experience
- Advise Board of Directors of regional bank holding company on fiduciary duties in connection with mergers and acquisitions, and other fundamental changes.
- Advise fifty percent (50%) shareholder in connection with buyout of the other fifty percent (50%) shareholder in involuntary dissolution action, including intense advocacy during appraisal process.
- Advise large financial institution on internal investigations under the attorney-client privilege. Reorganization of large, family owned winery to diversify risk, enhance focus and maximize tax efficiencies.
- Advise Board of Directors of regional bank holding company on fiduciary duties in connection with mergers and acquisitions, and other fundamental changes.
- Advise fifty percent (50%) shareholder in connection with buyout of the other fifty percent (50%) shareholder in involuntary dissolution action, including intense advocacy during appraisal process.
- Advise large financial institution on internal investigations under the attorney-client privilege. Reorganization of large, family owned winery to diversify risk, enhance focus and maximize tax efficiencies.
- Develop and implement contract checklist for nationally renowned university to enhance quality control and efficiencies.
- Develop supply agreement form for large petroleum supply company.
- Formation of 100s of companies, including corporations, limited liability companies, partnerships and joint ventures.
Jennifer D. Barcellos
Jennifer D. Barcellos
Associate
Jennifer Barcellos assists families and business owners in various areas of estate planning, trust administration, probate, business, real estate, and estate, gift, and income taxation. Clients trust that she will skillfully guide them through the legal complexities with compassion and empathy.
Sacramento 916.520.5462
Associate
Sacramento 916.520.5462
Kristin N. Capritto
Kristin N. Capritto
Partner
Kristin Capritto assists clients with all aspects of estate planning, trust administration, probate, business entities, and real estate transactions. Her alternative dispute resolution and negotiation expertise offers clients alternatives to litigation and adversarial proceedings.
Sacramento 916.520.5275
Partner
Sacramento 916.520.5275
San Francisco 415.848.4818
Thomas A. Gherini
Thomas A. Gherini
Associate
Thomas Gherini, a Sacramento native and litigation associate, knows that ‘good enough’ is never enough. Fueled by an innate competitiveness, Tom found his calling in civil litigation, where he is unwaveringly committed to delivering for his clients, regardless of the complexity of the challenge.
Sacramento 916.520.5244
Associate
Sacramento 916.520.5244
Steven B. Hymas, II
Steven B. Hymas, II
Partner / Chair, Corporate, Securities and Tax Department
With over a decade of prior experience working in business and technology, Steve Hymas has a deep understanding of the legal issues clients face in relation to how their businesses work, the technical challenges they face, and how to handle those issues to best address their needs.
Sacramento 916.520.5538
Partner
Sacramento 916.520.5538
Michael J. Laino
Michael J. Laino
Senior Associate
Since joining Downey Brand in 2019, Michael Laino has represented businesses and individual clients in a wide arrange of civil litigation matters, including partnership and shareholder disputes, construction and product defect litigation, wildfire liability, adversary proceedings in bankruptcy cases, financial security matters, and general real estate and contractual litigation.
Sacramento 916.520.5360
Senior Associate
Sacramento 916.520.5360
Francesca Leonelli
Francesca Leonelli
Associate
Francesca is a dual qualified attorney licensed to practice in Italy and California. Her practice focuses on cross-border and domestic commercial real estate transactions involving the acquisition, disposal, financing and development of different asset classes.
Sacramento 916.520.5458
Associate
Sacramento 916.520.5458
John Oehmke
John Oehmke
Of Counsel
John Oehmke has been helping his clients buy and sell businesses for more than twenty years. He primarily helps them structure transactions, whether it is a merger, asset deal, or a stock deal, representing both the buyer as they add new businesses and the seller as they exit.
Sacramento 916.520.5480
Of Counsel
Sacramento 916.520.5480
Danielle R. Stephens
Danielle R. Stephens
Partner
Danielle Stephens is a skilled transactional attorney who assists clients with commercial real estate leasing, financing (including CMBS and SBA loans), acquisitions and sales, easements, and title matters with a focus on contractual negotiations requiring collaborative deal-making. She also advises on matters involving contaminated properties including due diligence and remediation.
Sacramento 916.520.5475
Partner
Sacramento 916.520.5475
Announcements
15 related items-
November 7, 2024Downey Brand Ranked Nationally and Regionally in 2025 Best Law Firms®
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December 12, 2023Associate Brianna Nielsen Joins Downey Brand’s Corporate Group
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November 2, 2023Downey Brand Ranked Nationally and Regionally in 2024 Best Law Firms®
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November 5, 2022Downey Brand Ranked Nationally and Regionally in 2023 “Best Law Firms” by U.S. News – Best Lawyers®
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November 5, 2021Downey Brand Ranked Nationally and Regionally in 2022 “Best Law Firms” by U.S. News – Best Lawyers®
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March 8, 2021Real Estate Partner Marc Centor Joins Downey Brand’s San Francisco Office
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November 9, 2020Downey Brand Ranked Nationally and Regionally in 2021 “Best Law Firms” by U.S. News – Best Lawyers®
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May 21, 2020Downey Brand Welcomes James Wigginton to its Growing Corporate Group in Sacramento
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February 7, 2020Danielle Stephens Rejoins Downey Brand as a Partner
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January 2, 2020Downey Brand Welcomes Aaron Johnson to Estate Planning and Taxation Practices in Sacramento
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November 4, 2019Downey Brand Ranked Nationally and Regionally in 2020 “Best Law Firms” by U.S. News – Best Lawyers®
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November 12, 2018Downey Brand Ranked Nationally and Regionally in “Best Law Firms” 2019 by U.S. News – Best Lawyers®
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December 15, 2017Downey Brand Partner Silvio Reggiardo Appointed Sacramento County Bar President
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December 12, 2017Downey Brand Names Six New Partners
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January 6, 2017Downey Brand Names New Partners and Counsel
In the News
2 related items-
May 28, 2021Gaining Momentum: One homegrown company has gone public and two more are expected to this year
Sacramento Business Journal -
February 9, 2017Lessons on Leadership: Alumni CEOs Share the Risks and Rewards of Running a Company
Cal Poly Alumnus Stan Van Vleck One of Six CEOs Featured
Speaking Engagements / Events
7 related items-
March 21-22, 2024Ouch Those Interest Rates Hurt – Or Do They – Planning In a High Interest Rate Environment
2024 Estate and Gift Tax Conference -
March 4, 2020Estate Planning Safari
Presenter, Sacramento Zoo Special Event -
November 19, 2019Partnership Basics II: Drafting Partnership Allocations
Co-instructor, CalCPA Webcast Event -
October 17, 2019Managing Risk in the Food Delivery World: Understanding Product Recall
Joint Presentation Hosted by Downey Brand, EPIC, and Berrian Insurance Group -
January 29-30, 2018Death and Taxes are Certain, Divorce is Possible, and Business is Unpredictable – Are You Prepared?
Co-Presenter, Capital Region Family Business Center's 2018 Annual Generations Conference -
September 15, 2016Managing Cybersecurity Risks
Presenter, ACC Sacramento Chapter Luncheon -
May 20, 2016Cybersecurity for Your Business
Joint Presentation with Moss Adams, Precision Public Relations and Wells Fargo Insurance
Legal Alerts
2 related items-
June 19, 2020More Updates on the PPP, Including New Borrower-Friendly Forgiveness Applications
Downey Brand COVID-19 News and UpdatesBusiness -
June 4, 2020Senate Passes Paycheck Protection Program Flexibility Act of 2020: What Small Businesses Can Expect
Downey Brand COVID-19 News and UpdatesBusiness
Publications
4 related items-
May 2022U.S. Securities and Exchange Commission Proposes Rule on Climate-Related Disclosures
Environmental, Energy & Climate Change Law and Regulation Reporter, Volume 2, Number 8 -
October 2016No Longer a Business tax Haven? The Impacts of Nevada’s New Commerce Tax
Northern Nevada Business Weekly, Business Law Guide -
October 2015Mergers and Acquisitions in the Grocery World: Issues to Consider when Buying or Selling
California Grocer, Issue 5 -
April 2014Securities Law Update: Grocery Industry Companies May Now Raise Capital By Advertising
California Grocer, Issue 2