FAX: 415.434.3947
San Francisco
Four Embarcadero Center
Seventeenth Floor
San Francisco, CA 94111
Practices
Industries
Keith R. Gercken
Print PDFPartner
Keith R. Gercken is a partner in the San Francisco office and chair of the Tax, Employee Benefits, and Trusts and Estates Practice Group.
Areas of Practice
Mr. Gercken's practice includes all areas of business income taxation, with emphasis on corporate and partnership taxation and international transactions. He advises corporate and individual clients on the U.S. federal and international tax consequences of a wide range of transactions, including taxable and tax-free mergers and acquisitions; partnerships and joint ventures; the formation and operation of equity funds; finance transactions; tax-free exchanges; international licensing; foreign operations (including cross-border joint ventures between U.S. and non-U.S. partners); and inbound investment into the United States by non-U.S. investors.
Mr. Gercken is the author of a number of articles on international, corporate and partnership issues, and has been published in USC Major Tax Planning, Business Law Today and Tax Notes International.
Education
- J.D., University of California, Hastings College of the Law, 1987
magna cum laude
- B.A., University of California, Berkeley, 1983
Admissions
- California
- Texas
Recent Representative Transactions
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.
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 BEKS Acquisition, Inc., a newly formed subsidiary of Bison Capital Structured Equity Partners, in connection with its acquisition of the assets of BC2 Environmental Corp.
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 Bison Capital Equity Partners II-A, L.P. and Bison Capital Equity Partners II-B, L.P. in its investment in The Center for Wound Healing, Inc.
Represented Oncologic, Inc., a privately-held company, in a merger with Triton Biosystems, Inc. and a related financing.
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 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 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 a large public pension fund in connection with the establishment and restructuring of numerous U.S. domestic and international real estate investment funds.
Memberships
- Member, Section of Taxation, Committee on U.S. Activities of Foreigners and Tax Treaties, American Bar Association
Articles
China Law Blog Articles
- "China Issues New BT Regulations", February 6, 2009
Corporate & Securities Law Blog Articles
Real Estate & Construction Law Blog Articles
- "New Cancellation of Indebtedness Deferral Election May Not Cover Deed-In-Lieu Transactions", February 27, 2009