Experience Counts  

My broad and diverse range of experience adds real value for my clients

  • Representing businesses for 15 years, both as a solo practitioner and with law firms
  • Litigation attorney at the premier law firm Gibson, Dunn & Crutcher LLP
  • Former Irvine PD police officer (while earning BA magna cum laude from UC Irvine)
  • Graduated from UCLA Law in 2002.  Admitted to practice in Texas and California.
  • I've been a founder, executive, and business counsel for companies in a variety of industries

Start-Ups

Choice of Entity Counseling - I have helped my clients choose the right type of entity for their new business; this is an important first step that is often rushed or overlooked.

Formation - I have created and filed paperwork correctly for my clients; much of my work for existing clients has been fixing mistakes that were made during their formation process.

Company Agreements - I have drafted countless operating agreements, agreements among shareholders/members, partnership agreements, and associated buy/sell agreements and other documentation; these are the framing for the house you're about to build, so get it right!

Financing Agreements - I have drafted secured and unsecured promissory notes, stock sale agreements, LLC membership purchase agreements, and other forms of investment documentation; money makes the world go round, and there are a variety of creative ways to let people pump capital into your business.

Commercial Lease Agreements - I have drafted, reviewed, and/or negotiated short and long term commercial leases for both class A office, retail, and even freestanding flex space (a combination of manufacturing, warehouse, and office), and for tenants leasing spaces ranging from 1,000 to 48,000 square feet; once you've found that perfect location, it is vital that to negotiate and document the terms of your lease in a way that creates certainty for your business plan.

Employment Agreements - I have drafted a variety of employment agreements from hourly clerical jobs to salaried executive positions; while both of the states in which I am licensed are default "at-will" jurisdictions, the complexities of many of today's jobs are best framed by solid at-will or for-cause contracts.

NDA's and Non-Compete Agreements - I have drafted NDA's both for B2B inquiries and potential transactions, as well as those for employees who have access to client confidential information that include agreements not to compete; non-compete laws vary from state to state, and case law in this area of law develops regularly, so it is important to keep current with contract language to have the highest chance for enforceability.

Master Services Agreements - I regularly draft new MSA's for businesses who need a template to use with repeat transactions that may refer to a separate Scope of Work or Statement of Services; once an MSA is nailed down, most clients only need review of new comments and proposed revisions by customers looking for more favorable terms on deals as they occur.  Every now and then I will meet with a client to discuss what we have both noticed are the most often requested revisions, to determine if it's worth altering the language of their MSA's terms to enhance customer satisfaction.

Strategic Counseling - Start-ups often need to just bounce ideas off their lawyer; one of my favorite things to do is to participate actively with my clients who would like to add a legal mind to their brainstorming team.  I love to find a creative way to say "yes" to their next great idea! 

Wage and Hour Counseling - Start-ups need to be careful to make sure they classify personnel properly and comply with the intricacies of the ever-changing FLSA rules (Fair Labor Standards Act) and depending on the state, local wage and hour regulations; businesses are free to be creative in how they provide compensation, so long as their methods fall within applicable guidelines.


Existing Businesses

Contract Reviews - I regularly am asked to review contracts presented to my clients by partner companies, equipment suppliers, customers, software vendors, graphic designers, and any other number of parties who are asking my client to agree to their contract terms;  I work with my client to know just how strenuous they want the contract review to be, and to identify the risks and issues that may be present that could impact this new contractual relationship in the future.

Employment Law Compliance Audit - I have helped clients to review their employment practices, including their wage and hour policies and procedures, to determine whether they are in compliance with the ADA, FLSA, FMLA, Title VII, and other state, federal, and local employment laws; it is important to note that many municipal jurisdictions are now enacting local ordinances that are more restrictive in nature.

Publishing and Sales of Online Content - I have helped a client act as the online publisher for a variety of creators of content; this matter involved helping brainstorm and develop both a business process and the drafting of necessary agreements.

Employee Training - I have helped clients by providing training on harassment and discrimination prevention, appropriate interviewing techniques, performance monitoring and coaching, as well as anti-retaliation; not only does employee training help to prevent problems from occurring in the first place, but it also provides evidence of an employer's attempt to create a safe and fair work environment for employees.

Foreign Corrupt Practices Act Training - I have provided training to large audiences on the basics as well as case law examples of FCPA compliance; this is important for any business with any kind of global presence or partnerships.  

Employee Handbook Drafting and Review - I have helped employers draft new Employee Handbooks and review current policies to ensure they are up-to-date; these are so important to keep current and obtain new acknowledgments for any changes made. 

Terminations - I have helped clients navigate the best ways to terminate employees, including the drafting of severance and release agreements; firing an employee can be one of the most stressful times for both the employee and the employer, but not firing an employee who is causing serious problems is always a big mistake.

Antitrust Prevention - I have provided group training as well as drafted guidelines for the prevention of the unintended violation of US Antitrust laws; this is an area of law that affects all US businesses in sometimes unusual and unexpected ways, especially when competitors in an industry work together in partnerships or other collaborative ways.

Partnership/LLC Buy-Outs  - I have assisted clients in the sale or purchase of business interests from their partners and other LLC members; it's important to stay clear headed and unemotional when a long time partnership finally comes to an end.

Sales and Purchases of Businesses - I have guided clients through the process and provided agreements and other documentation to complete the sale or purchase of a business; no two transactions are ever alike, and every representation made in these transactions is important to consider.

Joint Ventures and Strategic Partnerships - I have counseled clients and drafted documentation to establish and define their relationships with other businesses that can leverage strengths and allow for rapid growth; business owners should be aware that it's easy to unwittingly sail into areas of joint liability if these are not carefully crafted and documented.

Intellectual Property Acquisitions and Licensing - I have advised clients and drafted contracts for both the acquisition and/or sale of intellectual property, as well as drafting of license agreements for the sale of software and online services; 

Multi-Location Structuring and Growth Planning - I have advised clients and drafted agreements to allow for their growth from a single location to multiple sites serving customers, while at the same time recruiting additional partners to assist in managing this growth; it's exciting to see a business succeed and thrive to the point of multiplication, but it's important to handle that kind of growth with patient diligence and attention to the details.

Internal Business Disputes - I have advised clients dealing with the dissolution and/or unplanned break-up of a business partnership or other key relationship in the business; these can be some of the most delicate matters to handle, and I do everything I can to help my clients facing these issues to amicably resolve their differences.

Domestic and Global Independent Contractors - I have helped clients by documenting arrangements with independent contractors both within the US and abroad; there are a variety of issues that can come up when choosing to engage an independent contractor, and businesses should not take these transactions lightly.  

Nuisance Issues - I have helped clients by advising them when threatened with nuisance claims by neighboring businesses due to the way in which they have chosen to use their property and/or run their business; getting advice on these types of matters is important because the impact can be long-term.

Bringing on New Investors/Members/Partners - I have advised clients on governance issues and the structuring of deals to bring in new principals in their business; while these are usually nothing but positive opportunities for the business, good fences do  make good neighbors for all involved.

Changing Entity Types - I have assisted many clients with their decisions to change from corporations to LLC's, or LLC's to corporations, and of course the variety of structures available for partnerships, limited partnerships, etc; I always advise my clients to include a CPA or other tax matters expert in these conversations and decisions.


Litigation Matters

Commercial Fraud - (Plaintiff)

Defamation - (Plaintiff)

Audit Malpractice - (Defendant)

Employment Discrimination Based on Age - (Plaintiff)

Employment Discrimination Based on Gender - (Plaintiff)

Trademark Infringement - (Defendant)

Sexual Harassment - (Defendant and Plaintiff)

FMLA (Family Medical Leave Act) Violations and Retaliation - (Plaintiff)

ADA (Americans with Disabilities Act) Violations and Retaliation - (Plaintiff)

Worker's Compensation Retaliation - (Plaintiff)

Breach of Contract - (Plaintiff)

Conversion - (Plaintiff)

Negligence (property damage and personal injury) - (Plaintiff)

Securities Litigation (shareholder derivative) - (Defendant) 

Whistleblower Retaliation (various causes of action) - (Plaintiff)

Wage and Hour (FLSA) Violations - (Defendant)

Misappropriation of Trade Secrets - (Plaintiff)


This website advertises professional legal services and is not intended to provide legal advice; we will not have an attorney-client relationship, and I will not take any action on your behalf, until we have established an attorney-client relationship through a signed written engagement agreement; every matter is unique, results cannot be guaranteed, and past performance does not predict future outcomes.

 

The Law Offices of Shiloh A. Coleman, PLLC
Copyright 2017