June 2025 Executive Employment Law Newsletter

I hope this email finds you and your family in good health.  We are now beginning June, we’ve had some nice weather and hopefully this run of nice weather will continue, ideal for biking, hiking, boating, golf, picnics and enjoying the out of doors, and perhaps some swimming too in the lakes and by month end perhaps the ocean too.  As for New England spectator sports, perhaps the less said the better.  Our winter sports teams have long since finished: the Bruins did not make the playoffs;  our defending NBA Champion Celtics dashed our hopes as the team crashed and burned losing to the Knicks in 6 games in the second round.  To make things even worse, star Jason Tatum suffered serious injury and we can only wish him well and a recovery such that at some future date he might again step on the parquet and resume what has been an exceptional career.  As for our main remaining pro team still standing, the Red Sox are in a bit of a funk.  I attended one game, rescheduled the next day after a rainout, where the Sox scored 19 runs (“Mercy!” I can almost hear those immortal words in my ear from Old Sox radio announcer  Ned Martin).  Yet, so many other games when the Sox get some decent pitching from Crochet or others, they just cannot summon the timely hitting.  Hopefully, Alex Cora will get everyone on the same page and things will improve as the season continues on.

As for Newsletter items, this past week,  there has been a delay with my latest article so I am reposting an article of mine that  CEOWORLD published in 2023 for CEOs, C-level and senior executives on acceleration terms in a change of control event.  A link is offered to my article where I argue for immediate acceleration on the closing of the success event and against delay from a “Double Trigger” with my argument  drawing on 19th century US history analogies.  (Hint:  I’m on the side of Abraham Lincoln in the 1858 Lincoln-Douglas debates).  As a bonus, I include  a further link to the article’s sequel also published in CEOWORLD arguing for the single trigger in public companies. 

This newsletter also has links, in items #3 and #4, to two other earlier articles of mine.  The first article, published in 2023 in IVYEXEC, the career advancement website, advises on negotiation strategies and terms to seek in C-level and senior executive severance negotiations. The second article,  published in CEOWORLD magazine back in 2020 but still relevant, offers pointers to first time CEOs and those new to C-level executive employment negotiations, including key terms to seek in your negotiations. There is also a special offer as item #5, an Executive Employment Separation Law Diagnostic.  I hope some of these items might be of benefit… and my best wishes to all for the rest of June!

1.   Fighting the CofC “Double Trigger” as Free Labor vs Slavery

Are you being hired, or are you now working as a CEO or C-level executive to lead or help lead your company to a liquidity Change of Control success event?  Your job offer likely provides for acceleration or some bonus compensation if you succeed, but what about the actual triggers for your payout?  My article published  in CEOWORLD magazine in 2023 argues for a single trigger of your acceleration on closing and against the Double Trigger that sets more conditions and various risks and potential problems for you. Read the Article Here  After challenge from a company attorney, I demonstrated use of the single trigger for C-level executives in public companies (and got my public company CEO client the single trigger), as set out in my sequel to this article CEOWORLD magazine in 2024, for single trigger executive acceleration in public companies. Read the Article Here

2.       Work with CEOs, C-Suite and Senior Executives, exclusively.

Robert Adelson is an attorney specialized in the representation of CEOs, C-level and senior executives. He no longer represents companies or employers.  Learn about Robert Adelson’s work with CEOs, C-level and senior executives to advise on and improve job offers, employment contracts, stock, RSUs, options, bonuses and other executive compensation matters, plus advice and aid on issues of wrongful termination, severance, exit terms, retention, change of control, other executive issues and more … More Details Here

3.      Severance Compensation Packages for Executives

Whether you have just received a job offer, have a chance to renegotiate your current contract, or are facing a change of control or termination situation, my article published in January 2023 by the IvyExec career advancement website may benefit you, as I discuss key payment, equity, benefits, non-disparagement and other terms to negotiate in your severance package and also timing, and how to deal with what your employer may ask of you.    Read the Article Here

4.       Negotiating your first C-Level Executive Employment Agreement

Are you a newly-minted CEO or another C-level executive?  Did you receive your first C-level job offer or employment agreement? My article published in CEOWORLD Magazine back in 2020 remains relevant and may benefit you, as I discuss why the agreement is important to the company and to you, and key terms – equity, bonus structure, severance among them – on which to focus in your negotiations.  Read the Article Here

5.     6/2025 Offer:  Good until June 30th  

This 4-week value-packed offer, is as a way to get introduced to my law work: an Executive Employment Separation Law Diagnostic –– this offer is good through 6/30/25.  More Details Here

It’s always a pleasure to get back in touch with you and other clients, friends, and colleagues.  I hope the links and information provided will be useful to you and that there will be an opportunity for me to work with you on legal matters in the near future. 

Let’s keep in touch! 

Best regards,

Rob

Robert Adelson

*Adelson & Associates, LLC
Executive Employment Attorney
101 Federal Street, 19th Floor
Boston, MA 02110
(617) 204-5601 Law Firm
(617) 204-5602 Direct
(617) 204-5604 Fax
E-mail :  rob@attorneyadelson.com
Blog:  https://robadelson.wordpress.com/
Twitter:  @AttorneyAdelson
LinkedIn: https://www.linkedin.com/in/robert-adelson-b8a1557/
Website: www.executiveemploymentattorney.com

Note on Adelson & Associates, LLC:
* Robert A. Adelson is the Principal of Adelson & Associates, LLC.  For fifteen (15) years, from October 2004 through December 2019, Robert Adelson practiced law and referred legal work to associates of his, trusted and experienced colleagues, as a partner of Engel & Schultz, LLP.  In December 2019, the lead partners of the firm announced they would go into semi-retirement, go their separate ways, and the office lease would expire in January 2020.  In response, Robert Adelson formed Adelson & Associates, LLC in December 2019 and commenced the new firm’s operations on January 1, 2020, with the new firm taking over, on that date and going forward, all current Robert Adelson clients, matters and operations, as well as all referral of legal work to associates of Robert Adelson.  Since 1/1/2020, the firm’s offices have been and remain at 101 Federal Street, 19th Floor, across the street from the pre-2020 offices at One Federal Street, 21st Floor, in Boston’s Financial District.

This post was originally published in https://robadelson.wordpress.com/2025/06/02/june-2025-executive-employment-law-newsletter/

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/
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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

• CEO of a Massachusetts medical products manufacturer – change of control agreement
• Senior Vice President of Massachusetts financial institution – retention and severance 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 package, severance agreement, change of control, restrictive covenants and other key executive issues. 

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.