Niesar & Vestal LLP

Ongoing
The firm has been involved in attempting to get clarity on the securities and broker-dealer issues raised by the recent California case People v. Cole. See the links below for documents and other information relating to this subject matter:

“Get your Mother to Invest in Your California Company – Go to Jail! (Do Not Collect $200)”, Primerus Newsletter, January 2010
Letter to Commissioner of Corporations regarding People v. Cole, March 27, 2008
Department of Corporations Release No. 119-C, October 22, 2008
Email traffic to Ivan Griswold (Attorney for the Department of Corporations)

September 20, 2009
Niesar & Vestal LLP has become a member of the International Society of Primerus Law Firms. PRIMERUS is an international alliance of firms carefully screened for their adherance to high ethical standards, excellence of work product, a reasonable fee structure and civility. Membership in Primerus allows smaller firms to act as a network providing the same structure and services as larger firms but generally at much lower cost to clients.

Please click here to learn more about Primerus and Niesar & Vestal's involvement in it.

August 1, 2009
Niesar & Whyte, LLP merged with Sequoia Law Group LLP to form Niesar & Vestal LLP. In addition to their business advisory services practice, the attorneys and staff of Sequoia Law Group LLP have substantial experience in handling a variety of disputes involving business and commercial law, consumer fraud, intellectual property, personal injury and employment matters.

July 1, 2009
Niesar & Whyte LLP is pleased to announce that Jay Begler has joined the firm as a partner. He brings over forty years of domestic and international trademark experience to the firm and has represented both start ups and Fortune 100 companies in trademark matters. Mr. Begler's experience covers every aspect of trademark work including clearance, registration, licensing, counseling and litigation.

August 28, 2008
Broadcaster, Inc., a publicly traded company, completed a stock-for-stock reverse triangular merger with Lamplighter Studios, Inc., a privately held corporation. Representing Broadcaster, Inc. in the transaction were Partners Gerald V. Niesar and Oscar E. Escobar of San Francisco-based Niesar & Whyte LLP.

May 23, 2008
PVT Solar, Inc., a developer of combined photovoltaic/thermal energy production systems secured $5 million in two tranches in a Series A financing with Khosla Ventures. Representing PVT Solar, Inc. in the financing were Partners Oscar E. Escobar and Gerald V. Niesar of San Francisco-based Niesar & Whyte LLP.

January 1, 2008
The firm is pleased to announce that Oscar Escobar has been elected partner effective January 1, 2008.

August 13, 2007
At the American Bar Association’s Annual Meeting, partner Gerald V. Niesar was the Chair and Moderator of a four panelist presentation entitled “Watch Those Speedbumps! Quirky California Laws Often Surprise Lawyers Involved in California Based Transactions” at the Fairmont Hotel in San Francisco. The panelists included Preston DuFauchard (Commissioner of Corporations, California Department of Corporations), Timothy J. Harris (partner from Morrison & Foerster LLP), and Diane Marie O’Malley (partner from Hanson Bridgett Marcus Vlahos Rudy LLP). Numerous California laws and regulations that can become pitfalls to the unwary out-of-state lawyer involved in transactions with California entities and residents were discussed. See our Publications page for a complete set of program materials.

July 11, 2007
Corporate and Securities Law Associate Oscar Escobar was a Bar Association of San Francisco panelist at a one-day Continuing Education of the Bar seminar entitled “Securities for Non-Securities Lawyers” at the Bar Association of San Francisco’s office located at 301 Battery Street, San Francisco. Mr. Escobar was joined by Greg Beattie of MBV Law, LLP. For more information visit www.sfbar.org.

May 22, 2007
Partner Gerry Niesar was a Lorman Education Services panelist at a one-day seminar entitled “Advanced Planning and Latest Trends” at the Crown Plaza Union Square in San Francisco. Mr. Niesar was joined by Ben Berk of Howard, Rice, Nemerovski, Canady, Falk & Rabkin; Mark Casillas of the Casillas Law Group; Robert Fanucci of Gagen, McCoy, McMahon, Koss, Markowitz & Raines; and Michael Kross of BDO Seidman, LLP. Visit www.lorman.com for more information.

March 15, 2007
Integrated Loyalty Solutions, Inc., a privately held company and developer of consumer loyalty marketing solutions, completed a $1,756,812 stock-for-stock reverse triangular merger with Fidelisoft Inc., a Canadian corporation. Representing Integrated Loyalty Solutions, Inc. in the transaction were Partner Gerald V. Niesar and Associates Oscar E. Escobar and Corey ‘S’ Dishmon of San Francisco-based Niesar Curls Bartling & Whyte LLP.

February 5, 2007
HandHeld Entertainment, Inc., a publicly traded company (NASDAQ: ZVUE, ZVUEW), and a digital-media-to-go company with a family of mass-market portable media players and online video content store, completed a $7.1 million dollar acquisition of Putfile.com, a rapidly growing aggregator of user-generated content, increasing the audience for HandHeld Entertainment, Inc.’s network of user-generated web sites to more than 13.7 million unique visitors and 83 million page views. Representing HandHeld Entertainment, Inc. in the transaction were Partner Gerald V. Niesar and Associate Oscar E. Escobar of San Francisco-based Niesar Curls Bartling & Whyte LLP.

December 27, 2006
Niesar Curls Bartling & Whyte is pleased to announce that June Lin joined the firm as an associate in the Corporate & Business Law and Securities Department. Ms. Lin's diverse practice includes representation of U.S. and European companies in a wide spectrum of industries in general corporate, securities and financing transactions. Prior to joining Niesar Curls Bartling & Whyte in 2006, she practiced in New York, Paris and London, in both private practice and as General Counsel for a share plan administration and trustee company based in the UK.

December 15, 2006
HandHeld Entertainment, Inc., a publicly traded company (NASDAQ: ZVUE, ZVUEW), and a digital-media-to-go company with a family of mass-market portable media players and online video content store, completed a $1,060,000 acquisition of Yourdailymedia.com, a rapidly growing aggregator of user-generated content. Representing HandHeld Entertainment, Inc. in the transaction were Partners Gerald V. Niesar and Associate Oscar E. Escobar of San Francisco-based Niesar Curls Bartling & Whyte.

December 1, 2006
HandHeld Entertainment, Inc., a publicly traded company (NASDAQ: ZVUE, ZVUEW), and a digital-media-to-go company with a family of mass-market portable media players and online video content store, completed a $1.1 million dollar acquisition of Funmansion.com, a rapidly growing aggregator of user-generated content. Representing HandHeld Entertainment, Inc. in the transaction were Partners Gerald V. Niesar and Associates Oscar E. Escobar of San Francisco-based Niesar Curls Bartling & Whyte.

November 13, 2006
HandHeld Entertainment, Inc., a publicly traded company (NASDAQ: ZVUE, ZVUEW), and a digital-media-to-go company with a family of mass-market portable media players and online video content store, completed a $1.5 million dollar acquisition of Dorks.com, a rapidly growing, leading aggregator of user-generated content attracting as many as 1 million unique visitors each month. Representing HandHeld Entertainment, Inc. in the transaction were Partners Gerald V. Niesar and Associates Oscar E. Escobar and Corey ‘S’ Dishmon of San Francisco-based Niesar Curls Bartling & Whyte LLP.

October 6, 2006
At the California State Bar Annual Meeting, Gerald Niesar, Partner and Founder of Niesar Curls Bartling & Whyte LLP, received a “Spirit of CEB” award honoring his 22 years of service to the Continuing Education of the Bar of California (CEB) and the legal profession. The "Spirit of CEB" awards are an acknowledgment of the contributors' selfless sharing of information for the betterment of the legal profession and the society to which it serves. The CEB awards are presented annually to ten volunteer authors and speakers from five practice areas. Since Mr. Niesar first began speaking as a panelist for CEB in 1975, he has participated in almost 40 programs on a wide variety of business topics. For 22 consecutive years, Mr. Niesar has served as moderator of the Bay Area’s CEB's Recent Developments in Business Law Practice program.

July 1, 2006
Niesar Curls Bartling & Whyte LLP is pleased to announce that Christina A. Dondero has joined the firm as an associate in the Litigation Department. Ms. Dondero's diverse practice includes handling commercial disputes, trade secret misappropriation matters, employment litigation, contract issues, business torts, and complex construction litigation.

May 19 & May 20, 2006
Partner Gerry Niesar, co-author of California Limited Liability Company Forms and Practice Manual will be a panelist discussing critical issues of concern to California practictioners forming and representing limited liability companies in 2006, with particular emphasis on alternatives available by choosing Delaware or Nevada as the state of formation. For registration information, contact Data Trace Publishing Company (800) 342-0454 or (410) 494-4994. May 19, 9 a.m. to noon, San Francisco; May 20, 9 a.m. to noon, Los Angeles.

May 11, 2006
Partner Gerry Niesar will be a panelist at Lorman Education Services one-day seminar in San Francisco - LLCs: Advanced Planning and Latest Trends.

April 8, 2006
Partner Gerry Niesar will be participating in a program, "Are Professional Partnerships Really Partnerships?", presented by the American Bar Association Committee on Partnerships and Unincorporated Business Entities at the Business Law Section Spring Meeting in Tampa, Florida.

March 2, 2006
HandHeld Entertainment, Inc. completed a reverse merger and the closing of a $7.6 million private placement, details of which are described in current reports filed with the Securities and Exchange Commission on Form 8-K. Representing HandHeld Entertainment, Inc. in the transaction were Partner Gerry Niesar and Associate Oscar E. Escobar of San Francisco-based Niesar Curls Bartling & Whyte LLP.


	Ongoing The firm has been involved in attempting to get clarity on the securities and broker-dealer issues raised by the recent California case People v. Cole. See the links below for documents and other information relating to this subject matter: “Get your Mother to Invest in Your California Company – Go to Jail! (Do Not Collect $200)”, Primerus Newsletter, January 2010 Letter to Commissioner of Corporations regarding People v. Cole, March 27, 2008 Department of Corporations Release No. 119-C, October 22, 2008 Email traffic to Ivan Griswold (Attorney for the Department of Corporations) September 20, 2009 Niesar & Vestal LLP has become a member of the International Society of Primerus Law Firms. PRIMERUS is an international alliance of firms carefully screened for their adherance to high ethical standards, excellence of work product, a reasonable fee structure and civility. Membership in Primerus allows smaller firms to act as a network providing the same structure and services as larger firms but generally at much lower cost to clients. Please click here to learn more about Primerus and Niesar & Vestal's involvement in it. August 1, 2009 Niesar & Whyte, LLP merged with Sequoia Law Group LLP to form Niesar & Vestal LLP. In addition to their business advisory services practice, the attorneys and staff of Sequoia Law Group LLP have substantial experience in handling a variety of disputes involving business and commercial law, consumer fraud, intellectual property, personal injury and employment matters. July 1, 2009 Niesar & Whyte LLP is pleased to announce that Jay Begler has joined the firm as a partner. He brings over forty years of domestic and international trademark experience to the firm and has represented both start ups and Fortune 100 companies in trademark matters. Mr. Begler's experience covers every aspect of trademark work including clearance, registration, licensing, counseling and litigation. August 28, 2008 Broadcaster, Inc., a publicly traded company, completed a stock-for-stock reverse triangular merger with Lamplighter Studios, Inc., a privately held corporation. Representing Broadcaster, Inc. in the transaction were Partners Gerald V. Niesar and Oscar E. Escobar of San Francisco-based Niesar & Whyte LLP. May 23, 2008 PVT Solar, Inc., a developer of combined photovoltaic/thermal energy production systems secured $5 million in two tranches in a Series A financing with Khosla Ventures. Representing PVT Solar, Inc. in the financing were Partners Oscar E. Escobar and Gerald V. Niesar of San Francisco-based Niesar & Whyte LLP. January 1, 2008 The firm is pleased to announce that Oscar Escobar has been elected partner effective January 1, 2008. August 13, 2007 At the American Bar Association’s Annual Meeting, partner Gerald V. Niesar was the Chair and Moderator of a four panelist presentation entitled “Watch Those Speedbumps! Quirky California Laws Often Surprise Lawyers Involved in California Based Transactions” at the Fairmont Hotel in San Francisco. The panelists included Preston DuFauchard (Commissioner of Corporations, California Department of Corporations), Timothy J. Harris (partner from Morrison & Foerster LLP), and Diane Marie O’Malley (partner from Hanson Bridgett Marcus Vlahos Rudy LLP). Numerous California laws and regulations that can become pitfalls to the unwary out-of-state lawyer involved in transactions with California entities and residents were discussed. See our Publications page for a complete set of program materials. July 11, 2007 Corporate and Securities Law Associate Oscar Escobar was a Bar Association of San Francisco panelist at a one-day Continuing Education of the Bar seminar entitled “Securities for Non-Securities Lawyers” at the Bar Association of San Francisco’s office located at 301 Battery Street, San Francisco. Mr. Escobar was joined by Greg Beattie of MBV Law, LLP. For more information visit www.sfbar.org. May 22, 2007 Partner Gerry Niesar was a Lorman Education Services panelist at a one-day seminar entitled “Advanced Planning and Latest Trends” at the Crown Plaza Union Square in San Francisco. Mr. Niesar was joined by Ben Berk of Howard, Rice, Nemerovski, Canady, Falk & Rabkin; Mark Casillas of the Casillas Law Group; Robert Fanucci of Gagen, McCoy, McMahon, Koss, Markowitz & Raines; and Michael Kross of BDO Seidman, LLP. Visit www.lorman.com for more information. March 15, 2007 Integrated Loyalty Solutions, Inc., a privately held company and developer of consumer loyalty marketing solutions, completed a $1,756,812 stock-for-stock reverse triangular merger with Fidelisoft Inc., a Canadian corporation. Representing Integrated Loyalty Solutions, Inc. in the transaction were Partner Gerald V. Niesar and Associates Oscar E. Escobar and Corey ‘S’ Dishmon of San Francisco-based Niesar Curls Bartling & Whyte LLP. February 5, 2007 HandHeld Entertainment, Inc., a publicly traded company (NASDAQ: ZVUE, ZVUEW), and a digital-media-to-go company with a family of mass-market portable media players and online video content store, completed a $7.1 million dollar acquisition of Putfile.com, a rapidly growing aggregator of user-generated content, increasing the audience for HandHeld Entertainment, Inc.’s network of user-generated web sites to more than 13.7 million unique visitors and 83 million page views. Representing HandHeld Entertainment, Inc. in the transaction were Partner Gerald V. Niesar and Associate Oscar E. Escobar of San Francisco-based Niesar Curls Bartling & Whyte LLP. December 27, 2006 Niesar Curls Bartling & Whyte is pleased to announce that June Lin joined the firm as an associate in the Corporate & Business Law and Securities Department. Ms. Lin's diverse practice includes representation of U.S. and European companies in a wide spectrum of industries in general corporate, securities and financing transactions. Prior to joining Niesar Curls Bartling & Whyte in 2006, she practiced in New York, Paris and London, in both private practice and as General Counsel for a share plan administration and trustee company based in the UK. December 15, 2006 HandHeld Entertainment, Inc., a publicly traded company (NASDAQ: ZVUE, ZVUEW), and a digital-media-to-go company with a family of mass-market portable media players and online video content store, completed a $1,060,000 acquisition of Yourdailymedia.com, a rapidly growing aggregator of user-generated content. Representing HandHeld Entertainment, Inc. in the transaction were Partners Gerald V. Niesar and Associate Oscar E. Escobar of San Francisco-based Niesar Curls Bartling & Whyte. December 1, 2006 HandHeld Entertainment, Inc., a publicly traded company (NASDAQ: ZVUE, ZVUEW), and a digital-media-to-go company with a family of mass-market portable media players and online video content store, completed a $1.1 million dollar acquisition of Funmansion.com, a rapidly growing aggregator of user-generated content. Representing HandHeld Entertainment, Inc. in the transaction were Partners Gerald V. Niesar and Associates Oscar E. Escobar of San Francisco-based Niesar Curls Bartling & Whyte. November 13, 2006 HandHeld Entertainment, Inc., a publicly traded company (NASDAQ: ZVUE, ZVUEW), and a digital-media-to-go company with a family of mass-market portable media players and online video content store, completed a $1.5 million dollar acquisition of Dorks.com, a rapidly growing, leading aggregator of user-generated content attracting as many as 1 million unique visitors each month. Representing HandHeld Entertainment, Inc. in the transaction were Partners Gerald V. Niesar and Associates Oscar E. Escobar and Corey ‘S’ Dishmon of San Francisco-based Niesar Curls Bartling & Whyte LLP. October 6, 2006 At the California State Bar Annual Meeting, Gerald Niesar, Partner and Founder of Niesar Curls Bartling & Whyte LLP, received a “Spirit of CEB” award honoring his 22 years of service to the Continuing Education of the Bar of California (CEB) and the legal profession. The "Spirit of CEB" awards are an acknowledgment of the contributors' selfless sharing of information for the betterment of the legal profession and the society to which it serves. The CEB awards are presented annually to ten volunteer authors and speakers from five practice areas. Since Mr. Niesar first began speaking as a panelist for CEB in 1975, he has participated in almost 40 programs on a wide variety of business topics. For 22 consecutive years, Mr. Niesar has served as moderator of the Bay Area’s CEB's Recent Developments in Business Law Practice program. July 1, 2006 Niesar Curls Bartling & Whyte LLP is pleased to announce that Christina A. Dondero has joined the firm as an associate in the Litigation Department. Ms. Dondero's diverse practice includes handling commercial disputes, trade secret misappropriation matters, employment litigation, contract issues, business torts, and complex construction litigation. May 19 & May 20, 2006 Partner Gerry Niesar, co-author of California Limited Liability Company Forms and Practice Manual will be a panelist discussing critical issues of concern to California practictioners forming and representing limited liability companies in 2006, with particular emphasis on alternatives available by choosing Delaware or Nevada as the state of formation. For registration information, contact Data Trace Publishing Company (800) 342-0454 or (410) 494-4994. May 19, 9 a.m. to noon, San Francisco; May 20, 9 a.m. to noon, Los Angeles. May 11, 2006 Partner Gerry Niesar will be a panelist at Lorman Education Services one-day seminar in San Francisco - LLCs: Advanced Planning and Latest Trends. April 8, 2006 Partner Gerry Niesar will be participating in a program, "Are Professional Partnerships Really Partnerships?", presented by the American Bar Association Committee on Partnerships and Unincorporated Business Entities at the Business Law Section Spring Meeting in Tampa, Florida. March 2, 2006 HandHeld Entertainment, Inc. completed a reverse merger and the closing of a $7.6 million private placement, details of which are described in current reports filed with the Securities and Exchange Commission on Form 8-K. Representing HandHeld Entertainment, Inc. in the transaction were Partner Gerry Niesar and Associate Oscar E. Escobar of San Francisco-based Niesar Curls Bartling & Whyte LLP.
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