Sheppard MullinPartner

Keith R. Gercken

About Keith R. Gercken

Keith R. Gercken is a lawyer practicing tax, international tax, real estate tax and 14 other areas of law. Keith received a B.A. degree from University of California, Berkeley in 1983, and has been licensed for 39 years. Keith practices at Sheppard Mullin in San Francisco, CA.

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Services

Areas of Law

  • Employee Benefits 1
    • Executive Compensation
  • Business Law
  • Other 15
    • Tax
    • International Tax
    • Real Estate Tax
    • Corporate Tax
    • International Reach
    • Israel
    • Korea
    • South Asia
    • Private Wealth Services
    • White Collar Defense and Corporate Investigations
    • Emerging Company & Venture Capital
    • Energy, Infrastructure and Project Finance
    • Life Sciences and FDA
    • Multifamily Housing
    • Nonprofit

Practice Details

  • Firm Information
    Position
    Partner
    Firm Name
    Sheppard Mullin
  • Representative Cases & Transactions
    Cases
    Experience: Recent Representative Transactions: Represented RealD Inc. (NYSE: RLD) in its Initial Public Offering
    listing on the NYSE
    Represented Diageo Chateau & Estate Wines Co. in the sale of properties to Realty Income Corporation
    subsequent leaseback of the properties
    Represented four Almar Management, Inc. affiliated limited partnerships in sale
    leaseback transactions with CNL Lifestyle Properties, Inc.
    Represented CalPortl
    Company in its acquisition of Mission Ready-Mix, Inc.
    Represented Luitpold Pharmaceuticals in its acquisition of PharmaForce, Inc.
    Represented Adconion Media Group in its acquisition of the assets of Joost N.V.
    Represented Aduro BioTech in the acquisition of assets from Anza Therapeutics
    Represented Bison Capital Structured Equity Partners, LLC in the sale of interests in Metagenics Inc.
    Represented Symark International in the acquisition of BT Software Holding Group Inc.
    Represented Ch
    ler/May Inc. in the acquisition
    recapitalization of AeroMech Engineering, Inc.
    Represented Northrop Grumman Corporation (NYSE: NOC) in its public debt offering of senior notes
    Represented Electrical Real Estate Capital Program One, LP in its equity investment in The Lakes of Millbrook Apartments, LLC
    Regularly represent Essex Property Trust in connection with tax questions that pertain to the acquisition
    disposition of apartment communities.
    Represented the Sebastiani Vineyards, Inc. shareholder group in the sale of the Sebastiani winery
    portions of the company's real property, as well as the spin-off of the company property not involved in the sale.
    Represented DTS, Inc. (NASDAQ:DTSI), in its purchase of substantially all of the assets of Neural Audio Corporation.
    Represented Xinhua Finance Limited (TSE Mothers: 9399) (OTC ADRs: XHFNY) in connection with their sale of assets to Forever Alliance Limited
    PRN Business Consulting (Shanghai) Company Limited.
    Represented GHD, Inc., a California corporation
    indirect wholly owned subsidiary of GHD Group Ptdy Ltd, an Australian company, in its acquisition of RoseWater Engineering, Inc., Stearns & Wheler, Inc.,
    The Geometer, Inc. d/b/a Arizona Engineering Company
    Represented Clean Energy Fuels Corp. (NASDAQ: CLNE) in the acquisition of Dallas Clean Energy LLC by CE Dallas Renewables LLC, a joint venture between Clean Energy
    Cambrian Energy McCommas Bluff LLC.
    Represented Bison Capital Structured Equity Partners in connection with its investment in Metagenics Inc.
    Represented BCP NZ LLC in its sale of shares of RWNZ Acquisition Co. Limited to Royalwolf NZ Acquisition Co. Limited.
    Represented California Portl
    Cement Company in its acquisition of all of the outst
    ing stock of SSMC Holdings Corp., the parent company of Silver State Materials, LLC.
    Represented California Portl
    Cement Company in its acquisition of Union Asphalt, Inc.
    of certain real property owned by Union Asphalt, Inc. affiliates.
    Represented Adconion Media, Inc.
    Adconion Media Group, Ltd. in connection with the purchase of the common stock of Frontline Direct Incorporated.
    Represented Electric Visual Evolution LLC in the sale of 100% of its membership interests to Volcom, Inc. (NASDAQ:VLCM).
    Represented International Rectifier Corporation (NYSE: IRF) in the $290 million sale of its international Power Control Systems business to Vishay Intertechnology, Inc. (NYSE:VSH).
    Represented RadNet, Inc (formerly Primedex Health Systems, Inc.) (OTCBB: RDNT.OB) in its acquisition of Radiologix, Inc. (AMEX: RGX)
    Represented Provena Foods Inc. (AMEX: PZA) in its acquisition of Hormel Foods Corporation (NYSE: HRL)
    Represented BBG Communications, Inc. in the purchase of Mexican real estate assets from Fox Entertainment Group, Inc.
    Represented Circle Food Products, Inc.
    EZ Foods, Inc. in the sale of substantially all of their assets to Claridge, Inc.
    Represented Digital Orchid, Inc. in the purchase of all of the stock of a Spanish company, Blue Tech, S.L., for a combination of cash
    stock.
    Represented California Portl
    Cement Company in its acquisition of all of the assets of B&B Red-I-Mix Concrete, Inc., a producer
    seller of concrete
    related building materials.
    Represented California Portl
    Cement Company in its acquisition of all of the outst
    ing stock of Greene's Ready Mixed Concrete Co., a producer
    seller of concrete
    related building materials.
    Represented Ryan Herco Products Corp. in its sale to Flow Solutions Holdings, Inc., a portfolio company of Morgenthaler Partners.
    Represented Safeguard Scientifics, Inc. (NYSE: SFE) in its sale of Pacific Title & Art Studio, Inc. to Global Post Ventures, Inc. for $23 million.
    Represented Pacific Architects
    Engineers Incorporated
    its shareholders in the sale of all of the stock of Pacific Architects
    Engineers Incorporated to Lockheed Martin Corporation (NYSE: LMT)
    Represented Zions Bancorporation (NASDAQ: ZION) in connection with its $1.7 billion acquisition of Amegy Bancorporation.
    Represented Bank of the West in connection with its $1.4 billion acquisition of Commercial Federal Bank.
    Represented SICOR Inc. in connection with its $3.4 billion acquisition by Teva Pharmaceutical Industries Ltd. (NASDAQ: TEVA).
    Represented Applied Molecular Evolution, Inc. in connection with its $400 million acquisition by Eli Lilly & Co. (NYSE: LLY).
    Represented Vodafone Group plc (NYSE: VOD) in connection with several significant stock
    asset acquisitions
    dispositions in Latin America
    Asia.
    Represented a Hong Kong-based restaurant developer in connection with the formation of a worldwide joint venture with a major U.S. franchisor.
    Represented a Fortune 50 financial services company in connection with the partial sale
    restructuring of its investment in a Puerto Rico electric generation facility.
    Represented a large public pension fund in connection with the establishment
    restructuring of numerous U.S. domestic
    international real estate investment funds.
    Transactions
    Recent Representative Transactions: Represented RealD Inc. (NYSE: RLD) in its Initial Public Offering and listing on the NYSE; Represented Diageo Chateau & Estate Wines Co. in the sale of properties to Realty Income Corporation and subsequent leaseback of the properties; Represented four Almar Management, Inc. affiliated limited partnerships in sale and leaseback transactions with CNL Lifestyle Properties, Inc.; Represented CalPortland Company in its acquisition of Mission Ready-Mix, Inc.; Represented Luitpold Pharmaceuticals in its acquisition of PharmaForce, Inc.; Represented Adconion Media Group in its acquisition of the assets of Joost N.V.; Represented Aduro BioTech in the acquisition of assets from Anza Therapeutics; Represented Bison Capital Structured Equity Partners, LLC in the sale of interests in Metagenics Inc.; Represented Symark International in the acquisition of BT Software Holding Group Inc.; Represented Chandler/May Inc. in the acquisition and recapitalization of AeroMech Engineering, Inc.; Represented Northrop Grumman Corporation (NYSE: NOC) in its public debt offering of senior notes; Represented Electrical Real Estate Capital Program One, LP in its equity investment in The Lakes of Millbrook Apartments, LLC; Regularly represent Essex Property Trust in connection with tax questions that pertain to the acquisition and disposition of apartment communities.; Represented the Sebastiani Vineyards, Inc. shareholder group in the sale of the Sebastiani winery and portions of the company's real property, as well as the spin-off of the company property not involved in the sale.; Represented DTS, Inc. (NASDAQ:DTSI), in its purchase of substantially all of the assets of Neural Audio Corporation.; Represented Xinhua Finance Limited (TSE Mothers: 9399) (OTC ADRs: XHFNY) in connection with their sale of assets to Forever Alliance Limited and PRN Business Consulting (Shanghai) Company Limited.; Represented GHD, Inc., a California corporation and indirect wholly owned subsidiary of GHD Group Ptdy Ltd, an Australian company, in its acquisition of RoseWater Engineering, Inc., Stearns & Wheler, Inc., and The Geometer, Inc. d/b/a Arizona Engineering Company; Represented Clean Energy Fuels Corp. (NASDAQ: CLNE) in the acquisition of Dallas Clean Energy LLC by CE Dallas Renewables LLC, a joint venture between Clean Energy and Cambrian Energy McCommas Bluff LLC.; Represented Bison Capital Structured Equity Partners in connection with its investment in Metagenics Inc.; Represented BCP NZ LLC in its sale of shares of RWNZ Acquisition Co. Limited to Royalwolf NZ Acquisition Co. Limited.; Represented California Portland Cement Company in its acquisition of all of the outstanding stock of SSMC Holdings Corp., the parent company of Silver State Materials, LLC.; Represented California Portland Cement Company in its acquisition of Union Asphalt, Inc. and of certain real property owned by Union Asphalt, Inc. affiliates.; Represented Adconion Media, Inc. and Adconion Media Group, Ltd. in connection with the purchase of the common stock of Frontline Direct Incorporated.; Represented Electric Visual Evolution LLC in the sale of 100% of its membership interests to Volcom, Inc. (NASDAQ:VLCM).; Represented International Rectifier Corporation (NYSE: IRF) in the 290 million sale of its international Power Control Systems business to Vishay Intertechnology, Inc. (NYSE:VSH).; Represented RadNet, Inc (formerly Primedex Health Systems, Inc.) (OTCBB: RDNT.OB) in its acquisition of Radiologix, Inc. (AMEX: RGX); Represented Provena Foods Inc. (AMEX: PZA) in its acquisition of Hormel Foods Corporation (NYSE: HRL); Represented BBG Communications, Inc. in the purchase of Mexican real estate assets from Fox Entertainment Group, Inc.; Represented Circle Food Products, Inc. and EZ Foods, Inc. in the sale of substantially all of their assets to Claridge, Inc.; Represented Digital Orchid, Inc. in the purchase of all of the stock of a Spanish company, Blue Tech, S.L., for a combination of cash and stock.; Represented California Portland Cement Company in its acquisition of all of the assets of B&B Red-I-Mix Concrete, Inc., a producer and seller of concrete and related building materials.; Represented California Portland Cement Company in its acquisition of all of the outstanding stock of Greene's Ready Mixed Concrete Co., a producer and seller of concrete and related building materials.; Represented Ryan Herco Products Corp. in its sale to Flow Solutions Holdings, Inc., a portfolio company of Morgenthaler Partners.; Represented Safeguard Scientifics, Inc. (NYSE: SFE) in its sale of Pacific Title & Art Studio, Inc. to Global Post Ventures, Inc. for 23 million.; Represented Pacific Architects and Engineers Incorporated and its shareholders in the sale of all of the stock of Pacific Architects and Engineers Incorporated to Lockheed Martin Corporation (NYSE: LMT); Represented Zions Bancorporation (NASDAQ: ZION) in connection with its 1.7 billion acquisition of Amegy Bancorporation.; Represented Bank of the West in connection with its 1.4 billion acquisition of Commercial Federal Bank.; Represented SICOR Inc. in connection with its 3.4 billion acquisition by Teva Pharmaceutical Industries Ltd. (NASDAQ: TEVA).; Represented Applied Molecular Evolution, Inc. in connection with its 400 million acquisition by Eli Lilly & Co. (NYSE: LLY).; Represented Vodafone Group plc (NYSE: VOD) in connection with several significant stock and asset acquisitions and dispositions in Latin America and Asia.; Represented a Hong Kong-based restaurant developer in connection with the formation of a worldwide joint venture with a major U.S. franchisor.; Represented a Fortune 50 financial services company in connection with the partial sale and restructuring of its investment in a Puerto Rico electric generation facility.; Represented a large public pension fund in connection with the establishment and restructuring of numerous U.S. domestic and international real estate investment funds.

Experience

  • Bar Admission & Memberships
    Admissions
    1987, California
    1997, Texas
    Memberships

    Memberships

    •Member, Section of Taxation, Committee on U.S. Activities of Foreigners and Tax Treaties, American Bar Association

  • Education & Certifications
    Law School
    University of California, Hastings
    Class of 1987
    J.D.
    magna cum laude
    Other Education
    University of California, Berkeley
    Class of 1983
    B.A.
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