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. 

Negotiating the Right Executive Compensation Package for Yourself

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On October 30, 2018, CEOWorld magazine published an article I wrote on “Negotiating the Right Executive Compensation Package for Yourself”    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 CEOs and other C-Suite, VPs or other senior executives who when negotiating a new executive job offer or employment contract need to give attention to the executive compensation package that it contains all the key features to fully compensate the CEO or senior executive for the critical services he or she provides to the company and its owners.

My article further indicates how in these negotiations, the executive should seek to accomplish several important and distinct goals, including to

• Secure your own basic financial needs,
• Secure a highly valuable equity stake in the company for yourself,
• Negotiate the key terms for equity or phantom stock, and
• Create the right executive bonus plan and other incentives that align with the company for growth.

The article also discusses how the CEO or senior executive can use these goals and means of achieving them to strengthen his or her position at the company.  These negotiations can serve to demonstrate to your new employer your abilities as a skilled executive capable of managing complex situations that affect himself or herself directly.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2018/10/30/negotiating-the-right-executive-compensation-package-for-yourself/
Or on my website
https://www.executiveemploymentattorney.com/negotiating-executive-compensation-package/

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 who are negotiating the important executive compensation package and equity terms of a new job offer or renegotiation of executive contract terms with your current job or under an executive retention agreement if your company is in play. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Using an Executive Severance Agreement to Protect Your Employment, Career and Reputation

On September 25, 2018, CEOWorld magazine published an article I wrote on “An Executive Severance Agreement Protects Your Employment, Career and Reputation” 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 CEOs and other C-Suite, VPs or other senior executives who, when negotiating a new executive job offer or employment contract, need to give attention to severance terms even where the employment is stated to be “at will.”  Also,  even if severance is not included at the outset, it can be negotiated later, even at the time of employment termination.

My article further indicates how severance agreements address continuation of salary and also address other issues that might be very important to the executive including

• Continuation of health and other key benefits,
• Payment of earned bonus and prorated bonus,
• Vesting and other rights in stock, options, RSUs or phantom stock of the company,
• Protections for the executive’s reputation.

The article also addresses items the employer may seek including non-competes, releases and waivers and negotiation strategies for executives on such items.

To see my full CEOWorld magazine. article, go to LINK:  http://ceoworld.biz/2018/09/25/an-executive-severance-agreement-protects-your-employment-career-and-reputation/
Or https://www.executiveemploymentattorney.com/articles-section/executive-severance-package/

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 who are seeking to negotiate severance terms into their job offers, employment contracts or separation agreements, or need help on particular terms of the severance package. If you or any colleague of yours has a need in this area, please do reach out to me at rob@attorneyadelson.com or call 617-875-8665.

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New Massachusetts Law Restricts Non-Compete Agreements

This is an article of mine published last week in the September 2018 issue of the IEEE Reflector, the online monthly newspaper, that circulates to the 10,000 members of IEEE in Massachusetts.  www.ieee.org  My article is featured on page 5 of the current September 2018 issue.

This new law signed by Governor Baker in August goes into effect October 1, 2018 and sets limits to enforceability of non-compete agreements that employers may enter into with exempt employees and contractors, provided those employees leave their positions voluntarily or are terminated for cause.  In those cases, to be enforceable, such non-compete agreements must meet the following standards:

• Not exceed one year in duration after employment termination
• Provide the employee some consideration which at a minimum is either “garden pay” or other mutually agreed upon consideration
• Be reasonable in scope of prohibited activities and geographic coverage
• Be included at the time of job offer or 10 days prior to employment whichever occurs earlier.

The new law will also not affect non-competes that are part of the sale of a business or non-competes that are part of separation agreements negotiated at the time of employment termination.   Additionally, the new law expressly excludes application to any restrictions on these other restrictive covenants whose enforcement will be continue to be governed by Massachusetts state common law:

• Non-solicitation of customers and suppliers
• Non-solicitation of employees
• Assignment of inventions
• Confidentiality/ non-disclosure agreements

To read my full Reflector article, go to this LINK:  https://issuu.com/ieeeboston/docs/septemberdr2018?e=18904825/64145987 and view it on page 5.
Or view the article on my website at https://www.executiveemploymentattorney.com/new-massachusetts-law-restricts-non-compete-agreements/

​If you have any questions on this article, or questions in dealing with a non-compete agreement for yourself or a colleague, please email me at rob@attorneyadelson.com.

Severance Agreements Protect Sought-After Executives

This is an article of mine published  March 27, 2013 on my website at https://www.executiveemploymentattorney.com/articles-section/executive-severance-package/  along with other articles of mine at https://www.executiveemploymentattorney.com/articles-section/

The article indicates how a severance agreement protects executives employed on an at-will or other basis in the event of termination without good cause, and that it is wise to provide for severance terms in an employment agreement or offer sheet at the outset of employment. However, a severance agreement can be made at any time throughout the employment of the executive.

The article further indicates how severance agreements address continuation of salary and  also address other issues that might be very important to the executive including

• Continuation of health and other key benefits,
• Payment of bonus, or prorated bonus
• Vesting and other rights in stock, options or phantom stock of the company
• Protections for the executive’s reputation

Finally, the article also address items the employer may seek including non-competes, releases and waivers and negotiation strategies for executives on such items.

• Are you are an employee or executive reviewing a job offer or employment agreement with or without severance terms and need advice on terms or its enforceability?
• Have you been terminated or face termination and have similar concerns?
• Have you received a severance agreement and need advice on its terms or what to seek in negotiations?

In any of those cases, if  you have questions or need assistance, please email me at radelson@engelschultz.com or call 617-875-8665.

About Executive Employment Attorney Robert Adelson, Esq.

Robert A. Adelson, Esq. has been a corporate, tax and employment attorney since 1977. He graduated Northwestern Law School in Chicago, Law Review, and holds an LL.M. degree in Taxation from NYU. He began as an associate at nationally prominent New York City mega law firms, Dewey Ballantine and Weil Gotshal & Manges. For over 20 years, Adelson has been a partner in small and medium sized Boston law firms, representing CEOs and senior executives on employment, executive compensation, equity and separation matters.

Structuring Bonuses in Your CEO Compensation for Maximum Benefit

Last Tuesday, on May 29, 2018, CEOWorld magazine published an article I wrote on  “Structuring Bonuses in Your CEO Compensation for Maximum Benefit.”  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 who when negotiating a new job offer or employment contract need to give equal and perhaps greater focus on the structure and terms of bonus as they do to base salary compensation.

My article discusses five (5) key bonus structures:

• Sign-on bonus to make the executive whole for items given up,
• Sign-on bonus to compensate for the risks in changing companies,
• Guaranteed bonus,
• Performance bonus based on company achievement,
• Performance bonus based on individual achievement.

The article also suggests other important issues in the determination, calculation and payout of the bonus.

To see my full CEOWorld magazine. article, go to LINK:  http://ceoworld.biz/2018/05/29/structuring-bonuses-in-your-ceo-compensation-for-maximum-benefit/

Or on my website at https://www.executiveemploymentattorney.com/structuring-bonuses-in-your-ceo-compensation-for-maximum-benefit/

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 who are considering or re-visiting the executive compensation piece of a job offer or employment contract and need to focus on bonus structure and terms every bit as much as base salary. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

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I have represented CEOs and senior executives working for companies in Massachusetts, elsewhere in New England and across the country, and I am available to answer all of your important questions. Contact me, your attorney for executive employment agreements at radelson@engelschultz.com or call 617-875-8665.

Becoming CEO of a Startup — Key Employment Contract, Equity Terms and Other Considerations

Last Tuesday, on April 24, 2018, CEOWorld magazine published an article I wrote on “Becoming CEO of a Startup — Key Employment Contract, Equity Terms and Other Considerations.” The magazine advised me that I can use “Featured in the CEOWORLD magazine” and their “Logo” on your website.

This article was designed for CEOs and other C-Suite, VPs or other senior executives who have achieved a level of success and who are tempted to leave an established company to take on the challenge of leading a startup, either a well-funded startup on the ground floor or an up and coming startup to the next level.

Becoming a startup CEO

My article discusses key employment contract and equity terms, including

• Amount and terms of equity to seek,
• Tax structure of equity if you are joining a ground floor startup,
• Tax structure of equity if you are joining a scale-up startup,
• Special severance terms for startup executive employment contracts.

The articles also suggest other important considerations to include in due diligence and employment contract terms including shared vision, representations as to current financial position and other representations the executive is relying upon to take the position.

To see my full CEOWorld magazine. article, go to LINK: http://ceoworld.biz/2018/04/24/becoming-ceo-of-a-startup-key-employment-contract-and-equity-terms-and-other-considerations/

or my website at https://www.executiveemploymentattorney.com/articles-section/becoming-ceo-of-a-startup-key-employment-contract-and-equity-terms-and-other-considerations/

It is my hope that this article will be helpful to CEOs and other senior executives who are considering joining a funded startup company, whether at the ground floor or in the scale-up stage. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Consulting Between CEO Positions

Last Tuesday, on March 27, 2018, CEOWorld magazine published an article I wrote on  “Consulting Between CEO Positions”
This article was designed for CEOs and other C-Suite, VPs or other senior executives who have achieved a level of success and now find themselves between executive positions and might want to consider doing some consulting before accepting the next full-time job offer.

My article discusses the advantages consulting offers the CEO and other senior executives between positions, including the following:

• Adding to your knowledge, experience and skill set,
• Aiding and encouraging you to stay current in your field,
• Expanding deal flow for new CEO and senior executive positions and business opportunities,
• Lengthening your financial runway with money coming in so you don’t have to take the first position offered,
• Enhancing your bargaining position when you find a position you like.

The articles also indicates how low cost it is to begin consulting.  At the end, the article offers half a dozen suggested steps to begin and develop a consultancy if you do want to give it a try.

The article concludes with the suggestion that if you do develop a consultancy you may want to keep it around and offers advice on how you can retain the business you created to co-exist with the full-time position after you accept a job offer for your next full time position.

To see my full CEOWorld magazine. article, go to LINK:  http://ceoworld.biz/2018/03/27/consulting-between-ceo-positions/
Or on my website https://www.executiveemploymentattorney.com/consulting-between-ceo-positions/
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 who are in between full-time permanent positions and might want to giving consulting a try during that interim period.  If you or any colleague of yours has a need in this area, please do reach out to me, your executive employment lawyer, at radelson@engelschultz.com.

Joining a board of directors as an executive can be rewarding

Joining a board of directors as an executive can be rewarding, yet has its pitfalls. Boston executive employment attorney Robert Adelson serves the role of an employment advisor to help executives weigh the costs and benefits of joining a board, as well as negotiates their compensation package. The many benefits of joining a board include but are not limited to lucrative stock and options, networking opportunities and access to a new source of information. However, despite these rewarding benefits, an executive who joins a board takes on a large task – one which, if left unfulfilled can expose them to shareholder lawsuits.

In November of 2013, executive Maxwell Vanderburgh* was asked to serve on a board of directors for an outside company, Mr. Vanderburgh’s C-level executive experience, knowledge and day-to-day management made him the perfect man for the position. When making his decision, Mr. Vanderburgh called on executive employment attorney and advisor Robert Adelson to help him advise the position and negotiate his terms. Attorney Adelson expressed the importance of understanding his rights and duties on the board and potential liabilities he could be exposed to. After Mr. Vanderburgh weighed the pros of cons of this position and realized serving on a board would advance his career and be a rewarding experience the two sat down to negotiate. Upon negotiating Maxwell Vanderburgh’s compensation package, Attorney Adelson implemented proper protections to limit risk exposure and negotiate lucrative stock and options. To ensure protection, Attorney Adelson made sure that there was proper liability insurance in place to protect executive Maxwell Vanderburgh in the event of any suit.

When negotiating the executive’s compensation package, Attorney Adelson explained the responsibilities that must be upheld by a board director; most importantly being a director’s fiduciary duty. This duty is comprised of three separate duties: a duty of care, a duty of loyalty and a duty of candor. In short, these duties require the executive to make informed decisions, act in the interest of the organization it is representing and always provide correct information to shareholders.

Executive employment attorney Robert Adelson was able to help and advise CEO Maxwell Vanderburgh on his decision to become a board director. Attorney Adelson also worked with Mr. Vanderburgh, hands on, throughout the stages of negotiation so Mr. Vanderburgh would receive a compensation package that would be rewarding as well as protect him from any potential suit.

If you or one of your colleagues is a CEO or senior executive who is considering taking on a board of director role, I am glad to assist.  Please do reach out to me at radelson@engelschultz.com.

How to Renegotiate Your CEO Employment Contract When You Have Achieved Success

Last Thursday, on February 1, 2018, CEOWorld magazine published an article I wrote on  “How to Renegotiate Your CEO Employment Contract When You Have Achieved Success.”

This article was designed for CEOs and other C-Suite, VPs or other senior executives who have achieved a level of success and seek a greater share of the benefits his or her leadership has brought to the company, as well as a refresh of the level of incentives as he or she takes the company to the next level.

My article discusses why the Board would agree to sweeten the package for the CEO (or other senior executive), including these reasons:

• Fear of losing a successful executive,
• Costs of recruiting a replacement,
• Disruption to a successful team,
• Uncertainty of how a successor would work out,
• Loss of momentum as the company goes through a new transition, and
• Loss of promise of where the CEO might take the company if allowed to build on his or her success.

The article then suggests key items to seek in negotiations, and offers suggestions on negotiation strategy to improve chances for a successful outcome.

Among the strategies suggested are to plan and develop a back-up to enhance your bargaining position and also for possible use if negotiations don’t succeed, and finally use of an “ace in the hole” to achieve success.

To see my full CEOWorld magazine. article, go to LINK:  http://ceoworld.biz/2018/02/01/how-to-renegotiate-your-ceo-employment-contract-when-you-have-achieved-success/

or my website at https://www.executiveemploymentattorney.com/articles-section/how-to-renegotiate-your-ceo-employment-contract-when-you-have-achieved-success/

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 who have achieved a level of success on the job and deserve and would like to seek a share of the benefits their success has conferred to owners and shareholders and refresh of incentives as they seek to take the company to the next level.   If you or any colleague of yours has a need for advice in this area, please do reach out to me, executive employment lawyer, Robert Adelson, Esq. at radelson@engelschultz.com.