Services

Business Formation | Employment & HR | Business Disputes | Acquistions & Dispositions 

Sloan works with business owners to determine the best choice of corporate form. This is a critical issue because what corporate form is chosen determines what income taxes the company pays (if any), what liabilities the owners must accept (if any), and the respective rights and responsibilities of all major stakeholders in the business. The failure to plan carefully in the formation or reorganization of a business can lead to unnecessary internal disputes and costly external threats that, at best, will lower your business’ profitability and, at worst, could put the entire business – and its owners – at risk.

C corporation
S corporation
Professional corporation (PC)
Limited liability company (LLC)
Partnership
Limited liability partnership (LLP)

Articles of incorporation
Corporate bylaws
Partnership agreements
Operating agreements
Buy-sell agreements

Very few startups are fortunate enough to have access to the large amount of capital that is required to start a business. As a result, most startups will need to raise money from other sources. That money will generally be either debt (i.e., loans) or equity (i.e., investor money in return for an ownership interest). Depending on which funding strategy is pursued, various legal issues arise. Sloan advises entrepreneurs on these issues and guides entrepreneurs throughout the funding process.

Loan agreements
Private placement agreements
Subscription agreements
Warrant agreements
Investor agreements

Complying with ever-changing employment laws can be a challenge, especially for employers in an employee-friendly state like California. That’s where we come in. At Sloan, we are experts in human resources strategy as well as the federal and state laws that govern the employer/employee relationship. We represent large corporations, small startups, and individual high-level executives and professionals. We offer an integrated, comprehensive employment and HR solution:

– We provide advice on the full spectrum of employment and HR issues, including: wage-and-hour compliance, employee hiring/testing/selection, employee discipline and termination, leaves of absence, employee privacy, unfair competition/trade secrets, and employee accommodations. We have expertise classifying and defending independent contractor designations and employee overtime exemptions. We have advised clients on local, state, and federal employment laws as diverse as FEHA, FLSA, FMLA, ADA, Title VII, WARN, PAGA, Cal-COBRA, Healthy SF, and the California Wage Orders.

 – Sloan has particular expertise helping businesses find and hire top talent.  We start with an in-depth assessment of the organization and the hiring principal(s) to determine the goals and personalities involved.  Then, after recruiting top candidates, we use proprietary predictive and behavioral interviewing techniques to analyze "fit" and determine candidates' likelihood of success in your particular job within your specific company culture.  We go beyond simply finding someone who can do your job.  We aim for top talent who fit in well in your organization and who will be happy, productive, long-term team members. 

– As part of Sloan’s role as employment counselor, we regularly draft all types of critical employment documents and agreements, including: employee severance/separation agreements, arbitration agreements, bonus and incentive compensation plans, executive employment contracts, independent contractor agreements, sexual harassment policies, and confidentiality/trade secrets agreements.

– California employers have a legal duty to investigate employee complaints of harassment, discrimination, and/or retaliation. Hiring experienced counsel that has brought and defended these types of claims provides employers with critical insight and strategic guidance necessary to reach smart, defensible findings and implement swift corrective action, if necessary. Sloan has conducted workplace investigations and written workplace investigation reports on topics ranging from employee embezzlement to sexual harassment and assault.

– California employment laws require that certain employers provide their employees with specific HR training. Sloan partners with clients to deliver legally accurate, highly effective employee and management training programs on critical employment and HR issues.

– The unfortunate truth is that most California employers will, at some point, find themselves in a dispute with an executive or other employee. These disputes, if not handled properly, can quickly escalate into costly, public litigation. Sloan has the experience and expertise to handle these situations and help clients achieve a faster, less expensive resolution through arbitration and/or mediation. With 20 years’ experience, Sloan has successfully arbitrated or mediated more than 40 cases, involving total aggregate claims in excess of $25 million.

– When a dispute cannot be resolved informally, Sloan is prepared to litigate to protect its client’s interest. We have appeared in virtually every forum where employment claims are heard, from state and federal courtrooms to Labor Commissioner hearing rooms to private judges’ offices. Our experience includes all types of employment-related disputes, including: wage-and-hour disputes, PAGA claims, wrongful termination claims, trade secrets disputes, breach of contract, unfair competition, and harassment, discrimination, retaliation, and employee disability claims.

Sloan has the unique perspective of both attorney and business owner. We have managed business partner and investor relationships. We have hired, promoted, and terminated employees. We have navigated critical business relationships with our own shareholders, customers, accountants, lenders, lawyers, vendors and landlords. Like you, we make business decisions – and take business risks – every day, and we know that sometimes business decisions turn into business disputes.

At Sloan, we understand business from the perspective of both the client-business owner and the attorney-advocate. Sloan provides smart, strategic advice to businesses facing a wide variety of business disputes, from partner disputes to vendor disputes to customer disputes. We have arbitrated fee disputes, negotiated commercial lease disputes, mediated partnership disputes, and litigated contractor/construction disputes. In short, we combine real-world experience, common business sense, and zealous advocacy and solve our clients’ business problems quickly and cost-effectively.

Buying or selling a business can be a complicated matter, full of often last-minute surprises that threaten the deal. Sloan has represented buyers and sellers in a wide range of transactions, from entrepreneurs buying their first business to established companies expanding into new markets.

Sloan can help determine your business’ value, decide whether to pursue a stock sale or asset sale, negotiate and respond to due diligence requests, and draft the extensive, final documentation necessary to cement and close the transaction, such as asset or stock purchase agreements, seller carry-back notes, security agreements, draft bulk-sale notices, and UCC filings. Sloan negotiates all critical deal points with the buyer’s broker and/or attorney to ensure that the seller’s interests are protected. At the closing, Sloan is present to ensure that no last-minute surprises occur and that the deal gets done – and the client gets paid.

Sloan provides comprehensive business acquisition services. We help buyers determine the target’s true value by analyzing the target’s books, records, and financial statements. Sloan drafts your letter of intent and develop and implement your due diligence on both quantitative issues (financial statement analysis, sales data analysis, accounts receivable and payable analysis, review of bank statements, sales/income/payroll tax returns, commercial and equipment leases, insurance policies, and other important business documents) and qualitative issues (analysis of concept, existing management, location, marketing, operations, and/or business licenses/permits).

Sloan works with buyer-clients to ensure that they fully understand their deal, including the true risks, benefits, and value of the target business.  In addition, Sloan works to ensure that its buyer-clients get the best possible price for the target business and do not accept unnecessary or unknown risk or liabilities as part of the transaction. Sloan negotiates all critical deal points and drafts the escrow and purchase/transfer documents. Sloan can also assist buyers in transferring seller contracts, permits, and/or licenses. At the closing, Sloan is present to ensure that no last minute surprises occur and that the deal gets done – and the client owns a new business.