Corporate Law

Delfino Madden has a very broad and diverse Corporate Practice. Our Corporate Practice can be divided into 2 types of services provided to our clients: 1) serving as outside General Counsel, and 2) serving as transaction counsel.

General Counsel

Delfino Madden serves as outside General Counsel to over 150 companies, including privately held and family owned companies, non-profits, corporations, limited partnerships, and limited liability companies. As outside General Counsel, we become intimately familiar with our clients’ businesses to serve them more effectively and help them accomplish their goals. In this role, we are often called upon to offer strategic legal advice as well as to negotiate and document specific transactions. In its role as General Counsel, our attorneys assist clients with a variety of their needs including advising on organizational matters, including entity selection, organizational documents, contract review, ownership and capital structure, and compensation and option plans; assisting with corporate governance, securities regulation, day-to-day business issues, labor and employment issues, litigation, protection and commercialization of intellectual property, and the development and implementation of legal and business strategies; assisting with the identification, analysis and implementation of financing strategies, including angel financing, venture capital, private placements and public offerings, and planning for and examination and execution of exit strategies whether by merger, acquisition or public offering.

Transaction Counsel

Delfino Madden has extensive experience in all types of financing and joint venture transactions. Financing needs vary based on the needs and maturity of the client. An entrepreneur may want capital for a new business. An established business may want to buy a complementary business, or acquire it by merger. Depending on the client, the best financing approach might be secured through debt, the issuance of equity, a joint venture, or a combination of these types of financing vehicles. Delfino Madden attorneys bring a vast array of experience and knowledge from having successfully closed hundreds of financing transactions, including preferred stock financings, issuance of convertible debt instruments, senior secured credit facilities, mezzanine loans, revolving lines of credit, letters of credit, term and equipment financings, real estate secured loans and a broad array of other commercial lending transactions. We assess the specific needs of each client and recommend financing structures to fit these needs. Delfino Madden also provides sophisticated representation to private investors and venture capital and other private investment firms and funds, including: advising on fund formation, structure and governance; assisting with the identification and investigation of investments; and structuring, managing, and implementing any form of financing transaction.

Delfino Madden is very adept at guiding entrepreneurs, emerging companies, mature companies, and investors through the legal issues encountered in the development, operation and financing of businesses. From formation and financing to sales and public offerings, our corporate group is positioned to assist both companies and investors in every legal issues faced during any stage of a company’s evolution.

Intellectual Property

Intellectual Property and Technology Transactions

Delfino Madden has extensive expertise in intellectual property and technology transactions including the purchase, licensing and sale of intellectual property and technology goods and services.  We advise on technology transactions and contractual intellectual property matters such as drafting and negotiating agreements for software, mobile application, and web development, software implementation and integration, professional information technology consulting services, intellectual property assignments, licenses and non-disclosure agreements.  We also provide counsel on trade secrets, trademarks, copyrights and fair use, perform trademark clearance searches, and prosecute copyright and trademark applications.  Flat rates are available for initial copyright and trademark applications.

Higher Education

Delfino Madden O’Malley Coyle & Koewler serves as outside corporate counsel and subject matter experts in a broad range of areas for public and private institutions of higher education. We understand that universities are incredibly complex entities devoted to their student, faculty and staff populations while striving to fulfill the mission of providing an excellent environment in which to learn, study, teach, research and grow.

The firm’s lawyers provide counsel to Boards of Regents and administrators on corporate governance, including advice regarding shared governance, nonprofit, corporate and tax-exempt compliance matters including the proper handling of potential conflict of interest and excess benefit issues.  We assist university departments on contract and bid procurement, student loans and collections, securing complex credit facilities, charitable gift rules, estate and trust issues, acquisition of real property and the construction of school facilities.

We provide counsel regarding the vast array of faculty, staff, and student policies and issues.  Subject matter expertise includes promotion and tenure policies, Title IX compliance, faculty discipline, employment and student investigations, executive compensation, student conduct procedures, hearing procedures and faculty grievance issues.

Representative experience includes:

• Advise provost regarding faculty grievance process, including interpretation of faculty handbook, communication with faculty, hearing strategy and preparation of witnesses and documents for grievance hearing.
• Successfully defend employment claims brought by tenured professors and staff involving claims of breach of contract, discrimination and retaliation.  Assist university with related external and internal public relations messaging.
• Work closely with boards of directors, regents and trustees to advise on corporate governance, board policies, fiduciary duties and conflict of interest matters.
• Draft and negotiate contracts and joint venture agreements related to vendor contracts, technology, intellectual property, affiliation agreements, distance education, international programs, housing and food service suppliers.
• Advise university regarding high profile Title IX investigation, related athletics’ department investigation and public relations handling.
• Represent university with respect to the acquisition, implementation and disputes arising out of university-wide technology systems and upgrades.
• Advise universities with respect to all aspects of the sale and acquisition of university facilities including real property purchases and sale agreements; arranging of complex credit facilities, equipment purchases and lease agreements, and negotiate and draft leases.
• Advise universities regarding Clery Act, IRB, OFCCP, HIPPA and FERPA compliance. Develop related policies and prepare federal compliance reports.

Family Law

At Delfino Madden, we understand that family law is different. Our clients usually come to us during one of the most difficult times in their lives. Their marriage and their family is so integral to their identity that when their family falters, they often feel they are losing control of every part of their lives. They are frequently terrified about their future and feel completely overwhelmed by the process. So in addition to providing our clients with unparalleled legal representation, we believe it is equally important to partner with them to ensure they feel supported. This partnering begins with the first consultation/meeting during which we actively listen and attempt to provide realistic expectations. We explain the process in understandable terms, we jointly develop a plan and we work with our clients to help them re-establish a sense of control over their lives and a sense that there really is light at the end of the tunnel.

Delfino Madden’s Family Law practice handles all aspects of family law proceedings including but not limited to Dissolution of Marriage, Legal Separation, Child Custody (including interjurisdictional custody disputes), Child Support, Spousal Support, Guardianships, and Domestic Violence proceedings. Many of our cases involve complex financial circumstances that most family law practitioners are ill-equipped to handle. Our office regularly handles matters involving small to medium-sized family businesses, necessitating the use of forensic accountants and tax expertise to determine value and income available for payment of support. We also draft and review Premarital Agreements and Post-Marital Agreements as part of our practice, often in cases where one or both parties have complex financial circumstances and significant wealth.

In many instances, we are able to obtain extremely favorable results for our clients without going to court through direct negotiations and mediation. However, if court proceedings are necessary, our office is well prepared. Mr. O’Malley has been a Certified Family Law Specialist since 2003 and has exclusively practiced family law since 1999. He has competently handled hundreds of contested hearings and over 30 contested trials on issues ranging from business valuation and income available to pay child and spousal support to child custody “move away” issues and obtaining Domestic Violence restraining orders. The associates, paralegals and other legal staff at Delfino Madden are also extraordinarily professional and skilled and share the same sensitivity to the needs of their clients

We pride ourselves on providing our clients with the highest caliber legal representation with a singular focus on clear communications and establishing realistic expectations. Our job is to get our clients through their challenges so they can rebuild their lives and begin the process of healing.

Business Litigation

Our litigators represent clients in trials, hearings, arbitrations, mediations, and appeals. We are experienced litigators at all levels and are licensed to practice in state and federal courts throughout the state of California. We also appear before state and local administrative agencies.

In addition to our robust employment litigation defense practice, our attorneys represent business clients on either side of legal disputes involving contracts, corporate governance, accessibility under the Americans with Disabilities Act, the Rehabilitation Act, and California laws (i.e., websites, physical barriers, service animals, auxiliary aids and services), business torts (i.e., trade secrets, unfair competition, breach of fiduciary duty), constitutional law (i.e., defamation, anti-SLAPP, and Section 1983) and public entity liability. Our experience extends from complex and class action litigation to actions for declaratory and injunctive relief.

Our attorneys are experienced and well-versed in e-discovery and litigation holds to put our clients in the best position to prosecute and defend any action.

When clients experience unfair results at the trial court level, we have successfully moved to overturn trial court decisions at the appellate level through civil appeals and writs.

Employment Law

Employment Counseling and Advice

Our lawyers advise clients in a number of employment related areas to assist them in complying with California’s ubiquitous employment laws and related federal statutes. We constantly work with our clients to meet their legal requirements while continuing to operate their businesses efficiently and productively. We provide a practical approach which anticipates, and hopefully prevents, employment-related problems. Our employment counseling and advice includes:

• Employee Handbook and Policy Review;
• Managing Employee Performance Issues, Discipline and Terminations;
• Responding to Workplace Violence Concerns;
• Staff Training, including Supervisor Sexual Harassment Training;
• Employee Leaves Under the Family Medical Leave Act, California Family Rights Act, California Pregnancy Disability Leave and Similar Laws;
• Americans with Disabilities Act Compliance;
• Meyers-Milias-Brown Act Compliance and MOU Negotiations;
• Wage and Hour Compliance;
• OSHA Claims Prevention and Representation;
• Coordination of Mass Layoffs and Reductions in Force.

Employment Litigation Defense

Our attorneys regularly appear in state and federal court to defend employers against all types of employment litigation including discrimination, harassment, retaliation, breach of contract, wrongful termination, whistle-blower, wage and hour, and PAGA claims.  We represent private employers in various industries including retail, health care, banking, higher education, construction, professional services and transportation in trial and private arbitration. We also represent local public agencies and districts in the Skelly process and post-termination due process hearings.  We also regularly engage in alternative dispute resolution, such as mediation, when it is appropriate for the matter and our client’s business needs.

We have represented our employer clients in complex wage and hour class action litigation for nearly 15 years.  Our lawyers have successfully opposed motions for class certification in state and federal courts.  Because of the complex nature of these cases, we engage in early evaluation and factual investigation to effectively analyze class size, exposure and potential damages to develop defense strategies.

We also appear before a variety of government agencies and boards and represent clients during audits and investigations, including the California Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the California Occupational Safety & Health Administration, the California Department of Industrial Relations, the California State Personnel Board, and the Public Employment Relations Board.

Nonprofit Tax-Exempt Organizations

Our attorneys serve as both general and special counsel to a wide variety of nonprofit and tax-exempt organizations on issues ranging from entity formation and obtaining tax-exempt status, to corporate governance and operations/compliance matters, to restructuring, mergers, and other complex business transactions. Our nonprofit/tax-exempt clients include public charities, private foundations, social service organizations, institutes of higher education, healthcare providers, trade associations, religious organizations, and sports leagues.

In representing this specialized client base, we understand that nonprofit and tax-exempt organizations encounter many of the same issues facing any business – such as personnel issues, real estate transactions, and day-to-day operational matters including negotiation of contracts and agreements. We draw on the considerable experience of our firm’s corporate/business, employment, and litigation attorneys to address these general legal needs.

At the same time, we recognize that, because of the highly regulated environment in which nonprofit and tax-exempt organizations operate, these organizations also face unique challenges. We bring our expertise in the law of nonprofit and tax-exempt organizations to bear to provide specialized representation on issues unique to the nonprofit/tax-exempt sector, including structuring and operation of affiliated entities, management of restricted funds, property tax exemption, unrelated business income tax issues, and the IRS excess benefit transaction rules.