Counseling Practice

Counseling Practice

After spending seven years at large firms, I know that startups and tech clients in Silicon Valley rarely want to receive a memo about the subtle nuances of a particular legal issue or receive a long list of items they should consider before making a decision. Most of all, they don’t want the bill that comes along with that sort of “deep dive” legal analysis. Rather, they want to know what you, as their attorney, think they should do and why. Operating from a small firm platform allows me to provide this sort of practical and focused advice at a significant discount to the rates charged by many other attorneys with comparable levels of experience and education.

General Counseling

A few employment law questions come up over and over again: issues related to hiring employees (background checks, offer letters, reasonable accommodations for disabilities, whether to institute an arbitration policy for all new hires), firing employees (separation agreements, performance improvement plans, protection of intellectual property), leaves of absence (disability, pregnancy, FMLA/CFRA), and classifying employees (independent contractor vs. employee, exempt vs. non-exempt). Some basic information on the risks of failing to comply with California’s wage and hour laws is available here.

I also assist in drafting compliant, employer-friendly commission and bonus plans, employee handbooks, internet and social media policies, and other documents necessary to comply with California and federal laws. I am well-versed in all of these items and can easily tailor appropriate documentation for clients using my library of standard forms.

Startup Package

Compliance with the employment laws tends to be a low priority for many emerging companies but mistakes can be costly later on and liabilities that persist over longer periods of time can scare away potential investors. For a fixed fee, I offer startups with a soup-to-nuts package that includes the forms they will need to begin hiring and firing employees, properly maintaining employee records, protecting intellectual property, and complying with applicable laws. The fixed fee also includes a site visit where I provide training to administrators as well as a fixed number of attorney hours to address future issues that arise as your business grows.

Executive Agreements

I have negotiated employment, separation, retention and non-compete agreements for scores of executives in Silicon Valley.  An experienced attorney can ensure that you avoid common traps, advise you on market terms and, if necessary, zealously advocate for your interests in a manner that you might otherwise not be inclined to do given the risk that it could upset co-workers or others with whom you will deal with going forward. The Sebastian Miller Law platform allows me to provide this sort of advice at a fair price point and improve overall economic outcomes in most negotiations.

The following post on my blog provides my view on some of the main points to consider before signing a separation agreement. Click here to read the post.

I have also outlined one of the main sources of leverage any employee or executive has when negotiating over a whether their involuntary termination gives them a right to accelerated vesting in equity and payment of any other incentive compensation they were previously eligible to receive. Read more about this topic here.

Mergers & Aquisitions Transactions

I have worked on over a hundred of M&A transactions, often leading the employment-law negotiations of both buy and sell-side acquisitions. When representing buyers, I perform diligence on potential employment liabilities, negotiate aspects of the purchase agreement, draft and negotiate ancillary agreements (e.g. non-compete, retention, employment) and coordinate with the buyer’s internal HR team regarding the same. I do similar work on sell-side deals, with an emphasis on cleaning up employment law red flags prior to a diligence kick off and preventing employment law issues from holding up a transaction.

This blog post details the risks associated with including a release of claims in a letter of transmittal stockholders are asked to sign in connection with selling their shares during a merger or other acquisition. I also wrote a similar post at a prior firm that considers whether these releases are enforceable.  This issue is just one example of the many counterintuitive traps that an employer should consider in connection with an M&A event.

Representative M&A Transactions (Prior Firms)

41st Parameter, Inc.
in sale to
Experian Holdings, Inc.

Klout, Inc.
in sale to
Lithium Technologies, Inc.

Topsy Labs Inc.
in sale to
Apple Inc.

Amobee, Inc.
in acquisition of
Adconion

Amobee
in acquisition of
Kontera Technologies

Global Payments Inc.
in acquisition of
Pay Pros

Dropcam, Inc.
in acquisition by
Google Inc.

Ansys, Inc.
in acquisition of
Reaction Design

Zendesk Inc.
in acquisition of
Zopim Technologies

Brightcove Inc.
in acquisition of
Unicorn Media

Milewise, Inc.
in acquisition by
Yahoo! Inc.

Mobilespan
in acquisition by
Dropbox

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