Nathaniel Cartmell, a San Francisco-based Pillsbury Corporate partner, is nationally recognized for his M&A, corporate governance and securities work.

Nate regularly advises clients on multifaceted corporate matters, including public and private offerings, securities disclosures, complex merger and acquisition activity, and corporate governance issues. He helped craft an innovative corporate restructuring that won three M&A Advisor “Deal of the Year” awards in 2015. Nate has counseled numerous board committees on related-party transactions and corporate investigations. He formerly led Pillsbury’s Corporate and Mergers & Acquisitions teams.

Representative Experience

  • Represented Berger Group Holdings, one of the world’s largest engineering services firms, in reorganizing its global business lines and legal entities to achieve management, operating, financing and tax efficiencies.
  • Representing the Special Committee of Safeway in a $1.3 billion stock repurchase from its affiliate, KKR, in connection with Safeway’s $3 billion stock-for-stock merger acquisition of The Vons Cos.
  • Represented the Audit Committee of UCBH, a Nasdaq-listed regional bank holding company, in internal investigation of allegations of fraudulent valuation and risk ratings of the bank’s portfolio and real estate.

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  • Represented AirTouch Communications Inc. from its spinoff from Pacific Telesis Group to its acquisition by Vodafone Group plc, including:
    • $1.5 billion IPO
    • joint venture with US West providing for merger of its domestic cellular assets with, and ultimate acquisition in a $5.6 billion merger of, US West’s domestic cellular properties
    • $67 billion merger of equals with Vodafone
  • Represented Vodafone in creation of $70 billion joint venture (Verizon Wireless), combining Vodafone’s domestic wireless assets with those of Bell Atlantic and GTE (now known as Verizon).
  • Advised Fortune 50 telecommunications company on the formation of Internet Yellow Pages joint venture and acquisition of related business.
  • Advised Fortune 50 telecommunications company in numerous acquisitions and joint ventures ranging from $100 million to $1 billion in value.
  • Advised Cable & Wireless plc in its $370 million acquisition of Digital Island Inc.
  • Counseled BankAmerica Corporation on its $2.4 billion merger with Continental Bank Corporation and its $200 million equity carve-out of BA Merchant Services, Inc.
  • Represented The McClatchy Company in its $1.4 billion acquisition of Cowles Media Company.
  • Represented Zilog Inc. in its $500 million leveraged buyout by Texas Pacific Group.
  • Represented Infogrames S.A. in its $135 million acquisition of a controlling interest in a recapitalized GT Interactive Software Corp.
  • Represented Special Committee of Sales.com in its stock-for-stock merger with its affiliate, Siebel Systems Inc.
  • Represented the Special Committee of M/A-COM Technology Solutions Holdings, Inc. in its acquisition of Nitronix LLC from M/A-COM’s controlling stockholder.
  • Representing INR Energy LLC on its $757 million sale of its coal mining business to Cliffs Natural Resources Inc.
  • Represented digital information company on its “spinoff” of certain technology into a majority owned venture with another industry participant and venture capital financing.
  • Represented Special Litigation Committee for four Napa Valley wineries in an investigation involving a shareholder derivative action with allegations by a minority shareholder that various officers and directors of these wineries had breached their fiduciary duties by, among other things, misappropriating corporate assets for their own personal use in excess of $50 million.
  • Represented Audit Committee of UCBH, a Nasdaq-listed regional bank holding company, in conducting an internal investigation into allegations of fraudulent valuation and risk ratings of the bank’s loan portfolio and real estate.
  • Represented Special Committee of large state-run employee pension fund in its investigation into the fund's investment in a residential housing program.
  • Represented Audit Committee of Juniper Networks, Blue Coat and independent committees of numerous other public companies in internal investigations of stock option backdating.
  • Represented Special Committee of Ariba Inc. regarding restatement related to several accounting issues, including revenue recognition.

Professional Highlights

  • Routinely ranked as a leading M&A and Corporate Governance lawyer in some of the nation’s most trusted surveys, including Best Lawyers (published by BL Rankings LLC), Corporate Compliance Law, Corporate Governance Law, Corporate Law, Mergers and Acquisitions Law, Securities / Capital Markets Law, (2005—2020), Chambers, The Legal 500 U.S. (2014, 2016, 2019) and PLC Which Lawyer?
  • Named Best Lawyers’ Lawyer of the Year in Corporate Law - San Francisco (2020)
  • Chairs the ABA M&A Jurisprudence Subcommittee and is a member of ABA’s M&A, Corporate Governance and Securities Regulation Committees.

Education

  • J.D., Vanderbilt University School of Law, 1978

    B.A., Yale University, 1973

Admissions

  • California

    District of Columbia