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Tuesday, June 18, 2019

Negotiating Your COO Employment Agreement

On May 28, 2019, CEOWorld magazine published an article I wrote on “Negotiating Your COO Employment Agreement” The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website.
 This article is designed for Chief Operating Officers (COOs) hired to oversee all areas of company operations, including production, marketing and sales, and research and development.  My article also recognizes that a COO can also be hired for further specific missions including any of the following:
  • To fill a specific need in an operational area or line of business, e.g. to turnaround a failing operation,
  • To expand company operations into a new market,
  • To fill a gap in the CEO’s knowledge, expertise, skills, management style or experience, and thus complement the CEO,
  • To meet the company need for succession planning when the CEO is about to retire where the Board wants to hire a COO to prepare him or her to be the successor CEO
  • Conversely, to hire the COO to mentor a first-time founder-CEO where  the COO would likely be an industry veteran with wisdom and a business relationship network who can develop both the CEO and assist the scale up of the company to the next level or to achieve a liquidity event, or
  • To hire the COO to mentor an inexperienced family-member CEO to aid that family member to grow into the job and responsibilities expected of him or her.

My article discusses delineation of your duties, responsibilities, authority and reporting and including in those special circumstances listed above.  My article also offers suggestions for your COO offer letter or employment contract to include key executive employment terms on which you rely to take the job.

My article next discusses what to seek in getting the right COO Executive Compensation Package, and concludes with a discussion of severance rights to enable you to protect the terms of your bargain reached with the company.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2019/05/28/negotiating-your-coo-employment-agreement/
Or my website at https://www.executiveemploymentattorney.com/negotiating-your-coo-employment-agreement/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

With the editor’s email to me of May 28, 2019, advising me of publication, I was also advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.”  See https://ceoworld.biz/author/robert-adelson/

It is my hope that this article will be helpful to senior executives in technology, life sciences and other fields and industries, who are being recruited and have now, or anticipate soon receiving, an attractive offer to serve as COO, the chief operating officer with need to review the job offer or executive employment contract including special circumstances included in the position. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.




Friday, May 17, 2019

Negotiating Executive Retention Agreement Terms to Protect Your Interests

On April 26, 2019, CEOWorld magazine published an article I wrote on “Negotiating Executive Retention Agreement Terms to Protect Your Interests” The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website. 
This article is designed for CEOs, CMOs, CSOs, CTOs and other C-suite and senior executives in technology and life sciences, who are being recruited and have now, or anticipate soon receiving, an attractive offer to move on, yet are also critical to their current company, where your current company might provide a significant retention package for you to stay.

This frequently occurs when the company is “in play”.  However, besides this change of control situation, my article discusses a number of other circumstances where executive retention negotiations occur, including where:

  • The company is nearing a critical milestone, necessary for a funding round,
  • The company is planning its IPO and needs an executive lockup,
  • The executive has close relationships with key accounts and the company fears a significant loss of business,
  • The executive has close relationships with key management and performers in the company and fears a significant attrition,
  • The executive as an inventor, innovator and technologist has a critical role in product creation, maintenance or development, or
  • The executive has achieved a level of notoriety such that his or her loss could have a negative impact on perception of the company within the customer or business community where the company operates.
My article also discusses how to raise the issue of executive retention, how to negotiate and frame the executive retention package as a mutually beneficial “win-win” for the executive and the company, and finally the key terms to seek in your executive retention agreement.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2019/04/26/negotiating-executive-retention-agreement-terms-to-protect-your-interests/
Or on my website https://www.executiveemploymentattorney.com/executive-retention-agreement/

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

It is my hope that this article will be helpful to CEOs, CMOs, CSOs, CTOs and other C-suite and senior executives in technology and life sciences, who are being recruited and have now, or anticipate soon receiving, an attractive offer to move on, yet are also critical to their current company, where the current company might provide a significant retention package for the executive to stay.   If you or any colleague of yours has a need in this area, please do reach out to me at 
radelson@engelschultz.com.


Representative cases of executive retention and change of control agreements


Robert A. Adelson, Esq. is a business and tax attorney, and partner in the firm Engel & Schultz LLP in Boston, MA.  He has an advanced LLM degree in the law of Taxation from NYU and has for more than 20 years represented CEOs, C-Suite and senior executives across the country in issues of senior executive employment including terms of equity, executive compensation packageseverance agreement, change of control, restrictive covenants and other key executive issues. 

Thursday, April 18, 2019

From Founder-CEO to CTO or CSO: Key Protections in Succession Planning when you face the Founder’s Dilemma

On March 27, 2019, CEOWorld magazine published an article I wrote on “From Founder-CEO to CTO or CSO:  Key Protections in Succession Planning When You Face the Founder’s Dilemma” The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website.  
This article is designed for founder or co-founder  CEOs of successful companies in the innovation economy who may be asked and even pressured by VCs to let a “professional” CEO take your place at the helm to scale the company to the next level, with you to then step aside to fall back to take a CTO or CSO position in what had been your company.
This article discusses how and why this situation called the “Founder’s Dilemma” occurs, and then goes on to offer advice to the founder CEO who will transition to the CTO or CSO role.  My article suggests key Founder protections including:
My article also discusses protections for the founder CEO and the company in choice of your Board, choice of investors and the founder taking a big role in selection of your successor CEO and transition.
Or on my website at
With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.
It is my hope that this article will be helpful to Founder CEOs who have successfully launched their companies, taken in VC or angel investment and now face the Founder-CEO dilemma as investors push for a “professional CEO” to take your place at the helm as the successor CEO to lead the company in the scale up and to the  liquidity event the investors seek. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Friday, March 15, 2019

Executive Service on Corporate Boards of Directors – Benefits, Liabilities and Compensation

On February 21, 2019, CEOWorld magazine published an article I wrote on “Executive Service on Corporate Boards of Directors – Benefits, Liabilities and Compensation” The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website. 
This article is designed for CEOs and other senior executives offered the opportunity to serve on corporate Boards of Directors in your own company and particularly in other companies.
This article discusses the benefits that Board of Director service can offer to an executive to advance his or her career, including the following:
  • Stock, options and other compensation that can be quite lucrative,
  • Opportunities to network and learn from peers,
  • Observation of other organizations manage their affairs,
  • New source of information (in your own company or in business generally),
  • Source of new contacts to take the next step up the career ladder.
The articles also discusses pitfalls and potential liabilities of Board service including the significant responsibility to oversee management of the business, due diligence expected to review the transactions before it and record those deliberations, and the fiduciary duties Board members owe to the shareholders so it is important to assure proper care and diligence, and also insurance coverage.

With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.
It is my hope that this article will be helpful to CEOs, other C-Level and senior executives who are offered the opportunity to serve on their own or other corporate boards, and need to pay attention to both benefits and pitfalls of Board service. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.
About Robert Adelson, Esq.
Robert Adelson has been a corporate and tax attorney since 1977. He began as an associate at nationally prominent New York City “mega” law firms, first at the Wall Street firm Dewey Ballantine Bushby Palmer & Wood and later at the Park Avenue firm Weil Gotshal & Manges. In 1985, Adelson returned home, where he has since established himself as a respected Boston business attorney. He has attained partner at several small and midsize Boston law firms, most recently at Lawson & Weitzen LLP and then Zimble Brettler LLP, where he was a partner from 1994 to 2004 before becoming a partner at Engel & Schultz LLP.

Thursday, February 14, 2019

Negotiating Your CSO or CTO Employment Agreement

On January 28, 2019, CEOWorld magazine published an article I wrote on “Negotiating Your CSO or CTO Employment Agreement”  The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website. 

This article was designed for Chief Technology Officers or Chief Technical Officers (CTOs) of  software, robotics, e-commerce or other technology-based companies or for Chief Scientific Officers or Chief Medical Officers (CSOs) of a biotechnology, medical device, healthcare or other life science companies, who, when negotiating a new  job offer or employment contract or terms of executive compensation need to give attention to essential employment terms relevant to their critical C-level positions in these fast growing and changing industries.

Among the important terms for CTO and CSO employment contracts discussed in the article are the following:
  • Scope of authority, levels of support, interface with related enabling departments,
  • Company reputation, mission, financials and other representations on which you are relying to take this job offer,
  • Equity compensation in scope and form matched to your position, stage of company and potential tax issues and
  • Protection to assure that inventions, software tools and ideas developed on your own are not transferred to the new employer without special consideration.
Finally, at the end, this article is demarcated as a guide primarily to the CSO or CTO with a new job offer.

In the late Spring 2019, I plan to write a separate article whose target audience is also CSOs and CTOs, but this time company founders and former CEOs.  These are executives who moved to the CSO or CTO position after a successful launch was achieved, VC money invested and a new “professional” CEO has been or is to be, recruited to scale the company to the next level of growth.  That Spring article will focus on the key protections such founder CTOs and CSOs should seek in this corporate transition.

To see my full CEOWorld magazine. article, go to

LINK:  https://ceoworld.biz/2019/01/28/negotiating-your-new-cso-or-cto-employment-agreement/ 
or on my website at https://www.executiveemploymentattorney.com/negotiating-your-new-cso-or-cto-employment-agreement/

With more than 12.4+ million page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.

It is my hope that this article will be helpful to CSOs, CTOs and other senior executives who are in tech and life science industries who are negotiating new job offers, employment contracts or executive compensation packages and should pay attention to the essential contract terms discussed in my article. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com or call 617-875-8665.


About Robert A. Adelson, Esq.
Robert A. Adelson, Esq. is a corporate and tax attorney and partner at Engel & Schultz LLP, Boston, Massachusetts. He represents C-Level executives and key employees in negotiations over 
executive employment terms, equity, compensation, relocation, retention and separation agreements, severance packages, and where necessary suits over wrongful termination

Wednesday, January 16, 2019

Essential Employment Contract Terms for Medical Device and Biotechnology Executives

On December 29, 2018, CEOWorld magazine published an article I wrote on “Essential Employment Contract Terms for Medical Device and Biotechnology Executives    The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website. 
This article was designed for CEOs and other C-Suite, VPs or other senior executives in Medical Device, Biotechnology and other life science companies who, when negotiating a new job offer or employment contract or terms of executive compensation, need to give attention to essential employment terms in these fast growing and changing industries.
My article indicates how in these negotiations, the executive should seek key executive employment terms in the following important areas:
  • Signing bonus to at least make you whole for anything you are giving up,
  • Performance targets geared to your type and stage of life science company and its exit goals,
  • Equity in scope and form matched to your position, stage of company and potential tax issues
  • Relocation and other expenses (e.g. maintaining your M.D. license) again to keep you whole when you change companies.
The article also discusses executive severance terms and triggers for your protection in case changes necessitate you to change companies in the future.
Or on my website

With more than 12.4+ million page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide.
It is my hope that this article will be helpful to CEOs and other senior executives in the medical device, biotechnology or other life science industries who are negotiating new executive job offers, employment contracts or executive compensation packages and should pay attention to the essential contract terms discussed in my article. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.


About Robert A. Adelson, Esq.
Robert A. Adelson, Esq. is a corporate and tax attorney and partner at Engel & Schultz LLP, Boston, Massachusetts. He represents C-Level executives and key employees in negotiations over executive employment terms, equity, compensation, relocation, retention and separation agreements, severance packages, and where necessary suits over wrongful termination

Thursday, December 27, 2018

Change of control agreements – A quick guide for CEOs, CFOs, and other senior executives


You are a C-suite officer or senior executive and your company is "in play" and may be acquired.  How do you protect yourself  or even advance your position in the event of a "successful" acquisition and change in control of your company?

My article on this subject was published March 1, 2016 by CEOWorld magazine.

The article first discusses this situation faced by CEOs. COOs, CTOs, CMOs and other C-Suite and senior executives, then advocates self-assessment of your role and importance in the pre-deal and post deal environment, and finally the importance of establishing your role and rights in a retention / change of control agreement.

Among the key elements of that agreement are the following:
  • Significant equity of the target company to the executive,
  • Liquidity for the executive on the levels of liquidity offered owners
  • Properly structured equity, tax favored for capital gain taxation
  • Proper severance in the event of early termination after the acquisition
  • The ability to trigger severance if the executive's position or responsibilities are reduced
  • Proper structuring to avoid potential excise tax for parachute payments under IRC §280G.
To see my full article, go to LINK: http://ceoworld.biz/2016/03/01/change-of-control-agreements-a-quick-guide-for-ceos-cfos-and-other-senior-executi

or my website at https://www.executiveemploymentattorney.com/change-of-control-agreements-a-quick-guide-for-ceos-cfos-and-other-senior-executives/

If you or one of your colleagues is in a change of control situation, I am glad to assist.  Please do reach out to me at radelson@engelschultz.com.

Robert A. Adelson, Esq. is a corporate and tax attorney and partner at Engel & Schultz LLP, Boston, Massachusetts. He represents C-Level executives and key employees in negotiations over executive employment terms, equity, compensation, relocation, retention and separation agreements, severance packages, and where necessary suits over wrongful termination