Corporate

Vasallo Sloane’s corporate group focuses on advising closely held, emerging growth, middle market, and small-to-mid cap publicly traded companies, as well as private equity and venture capital firms, in a wide variety of domestic and international corporate, commercial, finance, governance and transactional matters. All of our corporate attorneys possess significant corporate experience, having worked earlier in their legal careers in some of the largest law firms in the world and/or as General Counsel or Assistant General Counsels for Fortune 500 companies. We have practical hands-on experience across diverse sectors of the economy, including retail, healthcare, distribution, manufacturing, real estate, defense, media, telecommunications, and technology. We have structured, negotiated and documented sophisticated domestic and cross-border transactions, including mergers and acquisitions, joint ventures, corporate and tax structurings, technology exports, and commercial transactions. Our corporate group focuses in the following areas of emphasis:

Business Entities

• Formation and entity structure, including sole proprietorships, general and limited partnerships, limited liability partnerships, limited liability limited partnerships, limited liability companies, C and Subchapter-S corporations, joint ventures, trusts, and off-shore entities
• Preparation of shareholder/partnership agreements, buy-sell agreements, joint venture agreements, and operating agreements
• Capital structure and equity/debt acquisition
• Succession planning and preservation of family wealth
• Strategic planning support
• Business relocation and expansion

Corporate Governance and Public Company Reporting

• Advising Boards of Directors and Committees on fiduciary duties and board practice, including compliance with both SEC rules/regulations and the corporate governance listing requirements of the NYSE and NASDAQ
• Advising on corporate governance guidelines specifying director qualifications and responsibilities, board and committee functions, executive session requirements, and management succession
• Advising on auditor independence requirements, qualification and responsibilities of audit committee members, and adoption of committee charters
• Sarbanes-Oxley Act and United States Federal Sentencing compliance
• SEC and Blue Sky reporting, annual reports, and proxy statements
• Listings on national or regional exchanges
• Stock Splits and Dividends
• Repurchase of Company securities
• Resales of restricted securities
• Insider trading compliance
• Internal investigations
• Advising on SEC and/or state enforcement issues
• Advising on anti-takeover issues

Mergers & Acquisitions

• Asset and equity acquisitions and divestitures
• Non-taxable mergers
• Corporate restructurings, recapitalizations and turnarounds
• Spin-off, spin-outs, split ups, divisive reorganizations, and stock redemptions
• Leveraged buy-outs and management buy-outs
• International business combinations

Executive Compensation and Employee Benefits

• Executive employment agreements, including severance and golden handcuff issues
• Advising boards on SEC compensation reporting rules and compliance
• Non-competition and non-disclosure agreements
• Qualified and non-qualified stock incentive plans
• Deferred Compensation Agreements
• Defined Benefit and Defined Contribution Plans
• Health and Welfare Plans

Commercial Transactions

• Operating and capital lease transactions
• Franchising
• Consulting, service and other commercial agreements
• Article 9 Secured transactions

Intellectual Property

• Trademark and service mark registration
• Copyright registration
• Licensing, sub-licensing and royalty agreements