Nicholaus E. Johnson

Associate

Corporate clients from all walks and all stages seek out Nicholaus Johnson for sound advice throughout their business transactions.

From structuring, formation, and financing to day-to-day governance to mergers and acquisitions, Nicholaus brings a wealth of knowledge to each situation. He strategically resolves legal and practical matters with individualized attention to ensure his clients’ satisfaction


Professional, Community And Pro Bono Involvement

  • Lawyers in the Library, Volunteer, 2017-present
  • SCBA Barristers’ Club, Secretary
  • California Lawyers Association, Business Law and Tax Sections
  • Sacramento County Bar Association, Business Law and Tax Sections
  • Sacramento Metro EDGE
  • Urban Land Institute
  • California Law Review, Associate Editor, 2015–2017

Honors & Rankings

  • Sacramento Business Journal, Best of the Bar, 2019
  • Externship, Honorable David I. Brown & Honorable Raymond M. Cadei, Superior Court of California, County of Sacramento, Law and Motion, 2015
  • Order of the Coif

General Business

  • Drafted and negotiated key business contracts, including equipment purchase and lease, service acquisition, and regulatory compliance contracts for California multi-state companies.
  • Served as outside general counsel in matters of stockholder relations and corporate governance.
  • Advised multiple entities on compliance with the California Consumer Privacy Act.
  • Researched and drafted comprehensive technical memoranda advising on operational formalities, self-governance, and regulatory compliance.

Mergers and Acquisitions

  • Represented 300-employee nonprofit in strategic merger into 550-employee nonprofit, including acting as lead counsel and the primary point of client contact for negotiating and drafting the merger agreement and ancillary documents.
  • Represented stockholders in strategic exit from family-owned, multi-state asphalt profiling corporation through a $400 thousand stock redemption, including acting as lead counsel and the primary point of client contact for negotiating and drafting the stock redemption agreement and ancillary documents.
  • Represented outdoor adventure corporation principal in exit from industry through a $300 thousand stock sale, including acting as lead counsel and the primary point of client contact for negotiating and drafting the stock purchase agreement and ancillary documents.
  • Represented multi-state grocery corporation in $56.5 million asset sale of major gas station assets, including acting as assistant counsel for drafting ancillary documents and managing the due diligence review.
  • Represented mobile home park developer and operator in separation of multi-state empire from partner through a division and distribution of over 70 parks, including acting as assistant counsel and the primary point of client contact for negotiating and drafting the underlying agreement and all ancillary documents.
  • Represented construction corporation in strategic reorganization of affiliate corporations, including acting as lead counsel and the primary point of client contact for preparing all reorganization documents.
  • Represented regional insurance company in strategic acquisition of competitor insurance company in $2.9 million merger, including acting as assistant counsel for drafting ancillary documents.
  • Represented specialty gutter manufacturer in strategic $150 thousand stock acquisition of intellectual property-laden foreign corporation, including acting as assistant counsel and the primary point of client contact for drafting the stock purchase agreement and ancillary documents.
  • Represented telecommunications provider in $3.9 million asset purchase from rural telecommunications provider, including acting as assistant counsel for drafting ancillary documents and managing the due diligence review.
  • Represented biotechnology corporation in $11 million asset sale to private equity company, including acting as assistant counsel for drafting ancillary documents and managing the due diligence review.
  • Represented a second biotechnology corporation in another $11 million asset sale to private equity company, including acting as assistant counsel for drafting ancillary documents and managing the due diligence review.
  • Represented telecommunication installation corporation in $7.2 million asset sale, including acting as assistant counsel for drafting ancillary documents and managing the due diligence review.
  • Represented manufacturing corporation in $5.9 million asset sale of intellectual property rights, including acting as assistant counsel for drafting ancillary documents and managing the due diligence review.
  • Represented regional insurance corporation in $32 thousand stock redemption of retiring stockholders, including acting as assistant counsel for drafting the stock purchase agreement and all ancillary documents.
  • Represented regional trucking corporation in $890 thousand stock redemption of retiring stockholders, including acting as assistant counsel for drafting ancillary documents and managing the due diligence review.

Financing Transactions

  • Acted as lead counsel in preparing periodic legal opinion and supporting due diligence memorandum for a $14.3 million bond financing secured by a real property development.
  • Prepared multiple annual legal opinions and supporting due diligence memoranda for $3.3 million term loan secured by real property and fixtures.
  • Prepared the due diligence memorandum supporting a legal opinion necessary to modify an existing term loan secured by real property.
  • Represented telecommunications installation corporation in $10 million personal property-secured financing.
  • Represented telecommunications provider in $5.5 million financing for strategic acquisition.
  • Represented multiple $2.5 million to $5 million real property funds in the sale of exempt securities for multi-tenant properties.
  • Represented $3.5 million real property fund in the sale of exempt securities for single-tenant property.

Nonprofit

  • Represented several nonprofit corporations in obtaining tax-exempt status.
  • Advised nonprofits on corporate compliance, including redrafting bylaws to comply with the limitations placed on tax-exempt entities.
  • Served as outside general counsel to regional nonprofit on corporate governance matters, lobbying compliance, and services contracts.

Real Estate

  • Represented developer in commercial lease to a multi-office dentistry practice.
  • Represented landlord in commercial lease to a brewery.
  • Represented landlord in commercial lease of medical office space to a medical practice.
  • Represented purchaser of office building in amendment of CC&Rs to exempt purchased parcel from burdens while strategically retaining benefits of the same.

Press Releases

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Publications

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Nicholaus grew up in the Sacramento area attending Jesuit High School and swimming competitively on the now DART at Sacramento swim team. He continued swimming competitively for the University of Southern California throughout his collegiate career. As a result, Nicholaus now instinctively applies the personal dedication, goal-oriented mindset, and driven work ethic he mastered while swimming to achieve successful solutions for his clients.


Professional, Community And Pro Bono Involvement

  • Lawyers in the Library, Volunteer, 2017-present
  • SCBA Barristers’ Club, Secretary
  • California Lawyers Association, Business Law and Tax Sections
  • Sacramento County Bar Association, Business Law and Tax Sections
  • Sacramento Metro EDGE
  • Urban Land Institute
  • California Law Review, Associate Editor, 2015–2017

Honors & Rankings

  • Sacramento Business Journal, Best of the Bar, 2019
  • Externship, Honorable David I. Brown & Honorable Raymond M. Cadei, Superior Court of California, County of Sacramento, Law and Motion, 2015
  • Order of the Coif