Nicholaus E. Johnson

Nicholaus represents private and public companies across their life cycles in corporate and securities law matters, serving as outside counsel on corporate governance, Securities and Exchange Commission compliance and strategic transactions. He regularly advises clients, including several over many years, on private financings, venture capital matters, securities exchange reporting and compliance, and capital markets financings. Nicholaus has represented clients in mergers and acquisitions and tender offers with valuations ranging from tens of millions to billions of dollars, as well as in complex securities offerings, including Rule 144A convertible note offerings, follow-on offerings and private placements. He has counseled companies ranging from pre-revenue startups to public companies with hundreds of millions of dollars in annual revenue, across the healthcare, biotechnology, pharmaceutical, medical device, technology and apparel industries.

Representative matters include advising Neurocrine Biosciences on the securities and tender offer aspects of its $2.9 billion acquisition of Soleno Therapeutics; Mirum Pharmaceuticals (a client Nicholaus has advised since 2021) in its $820 million acquisition of Bluejay Therapeutics and in multiple public and Rule 144A convertible note offerings; and Vuori in its $400 million tender offer transaction with SoftBank's Vision Fund 2, which valued the company at $4 billion.

Nicholaus received his law degree from the University of California, Berkeley, where he graduated Order of the Coif and served as an associate editor for the university's California Law Review.

Prior to joining Cooley, Nicholaus represented privately held companies and nonprofits across a range of industries, including grocery, real estate, construction, agriculture and retail, on corporate governance, mergers and acquisitions, secured financings, capital acquisitions and commercial agreements.