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:

or my website at

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

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

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