March 2025 Executive Employment Law Newsletter

I hope this email finds you and your family in good health.  We are now into March, with this executive employment law newsletter reaching you on March 4th, which date has a place in US history. On this date, on a cool mostly cloudy afternoon in Washington D.C. 92 years ago, March 4, 1933, Franklin Delano Roosevelt took the oath of office to become the 32nd U.S. President.  He told a nation, during some of the worst days of the Great Depression, that the “only thing we have to fear is fear itself”. With his courage, candor, intelligence, and indomitable spirit, he would go on to lead America through those hard days and then through World War II that would follow, as our nation’s longest serving President.  See link – https://www.youtube.com/watch?v=khFwYWWF6Tc

Meanwhile winter continues.  For those like my wife who relishes her winter sports, I do hope there will be sufficient snow and ice this last month of winter.  For those like me who look forward to warmer weather, perhaps you will get a chance to sneak off for time in the sun in warmer places.

March madness will soon begin and to all with your brackets and betting favorites, and for those out there with alma maters in the NCAA Basketball Tournament  – all best of luck! For my two tournament-eligible alma maters, this has not been the best of years, but both still do nurse their slim NCAA Tournament chances. Boston University – with four Patriot League wins in its last five games, the Terriers will host Navy in a first round PL tournament game at the “Roof” this Thursday.  Northwestern, after recent 20-win seasons, has been well below that this season, near the bottom of the 18-team “Big Ten.”  However, with 3 recent Big Ten wins, the Wildcats may finish among the top 15 to at least compete in the Big Ten Conference Tournament, March 12-16 in Indianapolis. So, hoping both BU and NU can stay hot through their respective Conference Tournaments though both are long shots for the 2025 Big Dance.

Meanwhile in men’s college hockey, BU won the Beanpot 4-1 in an upset over BC at TD Garden on Feb. 10, but BC remains firmly no.1 atop the college ice hockey national rankings. Hockey East remains strong with five New England college teams ranked among the top ten in national polls. So perhaps we will see a rare all-Eastern final at the Frozen Four in St. Louis April 10 to 12. All the while, in our professional winter sports, the Bruins are struggling and the Celtics are having a solid season and we can hope both will make the playoffs with a decent playoff run for the Celtics beginning next month. The Celtics will be defending their NBA championship but competition will be stiff.

As for Newsletter items, last week, CEOWORLD magazine published an article of mine on FAQs – my answers to Frequently Asked Questions that I receive on executive compensation, executive equity and negotiations.  Further into this March Newsletter, items #3 and #4 are two older articles of mine, both published in IVYEXEC career advancement website,#3 published in 2022 on leveraging  your strengths in negotiating for key terms in executive retention packages, #4 published in 2023 on terms to negotiate for in your new job offer or employment contract as a Chief Technology Officer (CTO) or a Chief Information Officer (CIO). Item #5 is a special offer also on executive retention. As always,  I hope some of these items might be of interest and  benefit… and my best wishes to all for the rest of March!

1.       Answers to FAQs on Executive Compensation and Equity Packages

My article published a week ago, on Feb. 25, in CEOWORLD magazine, gives answers to a series of frequently asked questions over executive compensation, equity packages and negotiations.  These include when to seek and what to seek for a signing  bonus, how much to seek and how to structure your executive equity, what terms to seek for triggers and benefits in severance, plus my answers to other key questions C-level and senior executives have asked me… questions that you have as well. 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.         Executive Retention Packages – Terms and Negotiations

Do you have now, or Do you soon expect an attractive job offer to leave your CEO or senior executive position?  Is your company “in play”?  Are you nearing a funding milestone?  Are there other reasons why your company has dependence on you and strong desire for you not to leave now.  My article, published in 2022 by IVY EXEC career advancement website, discusses the negotiation and terms for retention agreements in those and other circumstances, where you, as the executive have leverage, and seek to realize important protections and benefits in connection with the company’s need to retain your services.  Read the Article Here

4.       Negotiating terms of Your CTO or CIO Job Offer

If you have a new job offer or employment contract as a Chief Technology Officer (CTO) or a Chief Information Officer (CIO) in a tech or life sciences company or another company involved with the internet or innovation economy, my February 2023  article published in IVYEXEC career advancement website,  advises on terms for authority, interface and support for your position, protection of your own ideas and inventions, compensation, equity and other essential terms to negotiate   Read the Article Here

5.      3/2025 Offer:  Good until March 31st  

This almost 4-weeks value-packed offer, is as a way to get introduced to my law work: Executive Employment Retention Law Diagnostic — this offer is good through 3/31/25.   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:
*As mentioned in bullet no. 2 of the January 2020 Business Law Newsletter, Robert A. Adelson is now 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.  The new firm’s offices, at 101 Federal Street, 19th Floor, are across the street from the prior offices at One Federal Street, 21st Floor, in Boston’s Financial District.

Fighting the Double Trigger as Free Labor vs Slavery II: Negotiating with a Public Company Change of Control Acceleration Terms

 On Tuesday April 30, 2024, CEOWorld magazine published an article I wrote titled, “Fighting the Double Trigger as Free Labor vs Slavery II: Negotiating with a Public Company Change of Control Acceleration Terms.”

The new article is designed for public company CEOs and C-level executives, or those senior executives who may be negotiating terms to become a public company C-level executive, where in either case an acquisition and equity acceleration on change of control is part of the considerations in those job offer negotiations.

On September 15, 2023, CEOWORLD published my article “Fighting the Double Trigger as free labor vs slavery: How to negotiate your own Change of Control acceleration terms.” Since that time, I have represented a number of CEO and C-level executive clients where this issue has been an important executive compensation consideration.

Special resistance has arisen with regard to public company executives. In the case of one public company CEO client of mine, we were told by the national law firm representing the public company, that the single trigger is just not done by public companies. The major law firm told my CEO and the company’s Board Compensation Committee that using the single trigger just doesn’t happen in public companies. We were told their rejection of the single trigger was rooted in universal practice of public companies and also for a host of practical reasons.

Yet, despite this initial flat-out rejection of the single trigger, we persevered. In the course of my representation, I rebutted each of the big law firm’s arguments made for the double trigger and was able to offer numerous examples of public companies that, in fact, had used the single trigger. In the end, my arguments and the precedents I offered, proved to be persuasive. My client CEO succeeded in convincing the Board Compensation Committee to go against corporate counsel and accept the terms I drafted in my client’s revised CEO Employment Agreement for a single trigger acceleration in the event of a change of control in that public company.

In my new CEOWORLD article published last week, I share my arguments and some of the precedents I offered to successfully achieve single trigger acceleration terms for my public company CEO client.

As with my September 15 article, I concluded with the words of Abraham Lincoln in his 7th and final debate with Stephen A. Douglas:

It is the eternal struggle between these two principles — right and wrong — throughout the world. They are the two principles that have stood face to face from the beginning of time; and will ever continue to struggle. The one is the common right of humanity and the other the divine right of kings. It is the same principle in whatever shape it develops itself. It is the same spirit that says, “You work and toil and earn bread, and I’ll eat it.” No matter in what shape it comes, whether from the mouth of a king who seeks to bestride the people of his own nation and live by the fruit of their labor, or from one race of men as an apology for enslaving another race, it is the same tyrannical principle. “

Abraham Lincoln, at Alton, Illinois, October 15, 1858

Certainly, I am not saying that you, as CEO, are an enslaved person. You are not. However, when I view the Double Trigger, and see you work, and struggle and earn a liquidity event and investors “eat it” — that is, the investors alone reap the benefits of your labor, then I suggest Lincoln would still label this practice as the “theft of labor.”

My hope here, is that this article might be of benefit to other public company CEOs and C-level executives in similar circumstances.

To see my full CEOWORLD magazine. article, go to LINK: https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/

Or on my website at https://www.executiveemploymentattorney.com/fighting-the-double-trigger-negotiating-with-a-public-company-change-of-control-acceleration-terms/

This was my 45th article published in CEOWORLD since 2016. Previously, the editor advised that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.

On its own initiative, CEOWORLD magazine created on their website a library of Robert Adelson published articles. You can peruse this library and/or read as many of my 44 published articles as you wish. See https://ceoworld.biz/author/robert-adelson/

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. https://www.linkedin.com/company/ceomagazine/

Tweeting or X-ing My New CEOWorld article on “Fighting the Double Trigger as Free Labor vs Slavery II: Negotiating with a Public Company Change of Control Acceleration Terms.”

If you tweet or X and would like to tweet or X my article, here are my five (5) tweets to retweet one or more or to use in your own tweet or x –

4/30/24 article @ceoworld by @attorneyadelson for #CEOs #CLevel and #Seniorexecutives on Fighting the #DoubleTrigger as #freelabor vs #slavery: In #publiccompany gaining #singletrigger #acceleration on closing of a #ChangeofControl https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine

4/30/24 article @ceoworld by @attorneyadelson for #publiccompany #CEOs & #Seniorexecutives on Fighting #DoubleTrigger so #ChangeofControl #acceleration #triggered on #dealclosing so you can #pursue & start other #careeropportunities https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine

4/30/24 article @ceoworld by @attorneyadelson for each #publiccompany #CEO on Fighting the #DoubleTrigger as #freelabor v #slavery with #ChangeofControl #acceleration #triggered on #dealclosing so u can freely assess any #retention https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine

4/30/24 article @ceoworld by @attorneyadelson for #publiccompany #CLevelexecutives on Fighting #DoubleTrigger so your #ChangeofControl #acceleration #triggered on #dealclosing same time as #investorpayout &no more #serviceconditions https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine

4/30/24 article @ceoworld by @attorneyadelson for each #publiccompanyCEO on Fighting the #DoubleTrigger as #freelabor vs #slavery with #ChangeofControl #acceleration #triggered on #dealclosing & no #investorpremium from your lockup https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine

If you or any colleague of yours has a need in this area, please do reach out to me — rob@attorneyadelson.com or call 617–875–8665.

Fighting the Double Trigger as free labor vs slavery:

How to negotiate your own Change of Control acceleration terms

A bit over two weeks ago, on Friday September 15, 2023, CEOWorld magazine published an article I wrote on “-Fighting the Double Trigger as free labor vs slavery: How to negotiate your own Change of Control acceleration terms..”

The new article is designed for CEOs and C-level executives, who work hard to bring a successful liquidity event, such as in a merger/acquisition, but also face significant risks with a change in control including getting laid off, reduction in compensation and benefits, changes in reporting structure, restrictions in seeking new employment due to non-compete or non-disclosure agreements. Those risks are often offset by the prospect of equity acceleration or a sale closing bonus. But even here there are still more risks. that can diminish or even prevent your receiving the benefits and your fair share of the success event which may be largely the result of your efforts.

This article discusses those additional hurdles placed before you to achieve benefit from a change of control often called the “Double Trigger.” A single trigger would accelerate your equity or pay you your full bonus on closing the change of control/ success event. The double trigger creates a second condition to your change of control /success benefits, that second condition being some level of additional required services over an extended period of time to the acquirer successor. The down-side of the Double Trigger to the C-level executive includes the following:

• Loss of your leverage to negotiate your own retention bonus and full employment, equity and executive compensation terms with the successor.
• Loss of your ability before and after the sale event to freely pursue and negotiate other career opportunities,
• Loss of your ability to immediately move on — to time your new start date and take up your new position right after the closing
• Loss of your chance to share in the liquidity event at the same time the investors receive their benefits from your efforts
• Potential loss of your entire acceleration or bonus you under the second trigger despite having already earned those benefits with the closing of the change of control

At the end, this article suggests a series of strategies for you to resist the Double Trigger, culminating with an invocation of Lincolnian and early Republican arguments from 19th century US history: Free labor vs Enslaved labor. Hence, this article’s title.

The article quotes this portion from the famous Lincoln -Douglas debates –

It is the eternal struggle between these two principles — right and wrong — throughout the world. They are the two principles that have stood face to face from the beginning of time; and will ever continue to struggle. The one is the common right of humanity and the other the divine right of kings. It is the same principle in whatever shape it develops itself. It is the same spirit that says, “You work and toil and earn bread, and I’ll eat it.” No matter in what shape it comes, whether from the mouth of a king who seeks to bestride the people of his own nation and live by the fruit of their labor, or from one race of men as an apology for enslaving another race, it is the same tyrannical principle. “

Abraham Lincoln, at Alton, Illinois, October 15, 1858 https://teachingamericanhistory.org/document/the-lincoln-douglas-debates-7th-debate-part-ii/

https://www.c-span.org/video/?59826-1/lincoln-douglas-alton-debate — at 1:58:11 in this 2 hour 39 minute video.

With the Double Trigger in place, the C-level executive, on many occasions, works, toils and earns the liquidity / change of control event, and often it is only the investors who “…eat it.” — that is, reap the benefit. It is often the case too, that investors enhance that profit, receiving a premium from the acquirer because Double Trigger sale terms effectively delivers you and your full-time services to the successor delaying and perhaps ultimately depriving you of your share of the success event you already earned. True, it is not slavery, but it is still a form of what Lincoln would have called the “theft of labor”.

To see my full CEOWORLD magazine. article, go to LINK: https://ceoworld.biz/2023/09/16/fighting-the-double-trigger-as-free-labor-vs-slavery-how-to-negotiate-your-own-change-of-control-acceleration-terms/

Or on my website at https://www.executiveemploymentattorney.com/fighting-the-double-trigger-as-free-labor-vs-slavery-how-to-negotiate-your-own-change-of-control-acceleration-terms/

This was my 43rd article published in CEOWORLD since 2016. Previously, the editor advised that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.

On its own initiative, CEOWORLD magazine created on their website a library of Robert Adelson published articles. You can peruse this library and/or read as many of my 43 published articles as you wish. See https://ceoworld.biz/author/robert-adelson/

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. https://www.linkedin.com/company/ceomagazine/

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who are being hired for or are now working toward an acquisition or exit event, that would result in a change of control sought by investors. The article may offer special benefit if you are expecting acceleration, a bonus or other benefits as result of the success in securing the event and may want to review and potentially challenge Double Trigger terms that can shackle you and potentially cause loss of your share of the benefits you earned on closing of the success event. If you or any colleague of yours has a need in this area, please do reach out to me @ 617–875–8665 or rob@attorneyadelson.com.

How to Manage Multiple C-Level Executive Job Offers

On Friday November 4, 2022, CEOWorld magazine published an article I wrote on “How to Manage Multiple C-Level Executive Job Offers”

This new article is designed for CEOs,  CFOs, COOs, and other C-level and senior executives, who currently have or expect to soon have multiple job offers, each job offer presenting an attractive opportunity, and where you as C-level executive, seek guidance of how to manage these offers for best effect financially, and for your families and your career.

This article discusses the art of managing multiple executive job offers to get the best results for yourself, including

• How to evaluate multiple job offers, 
• How to manage the process and in doing so manage expectations of the parties, 
• What executive contract terms to seek from each company,
• How to negotiate for the best terms from those available and still position yourself well for future opportunities,
• How to navigate this process while maintaining your current position. 

Finally, the article discusses planning your exit to do so on good terms that enhance your reputation.

To see my full CEOWORLD magazine. article, go to LINK: https://ceoworld.biz/2022/11/04/how-to-manage-multiple-c-level-executive-job-offers/

Or on my website at https://www.executiveemploymentattorney.com/how-to-manage-multiple-c-level-executive-job-offers/

This was my 39th article published in CEOWORLD since 2016.  Previously, the editor advised that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.  

On its own initiative, CEOWORLD magazine created on their website a library of Robert Adelson published articles.   You can peruse this library and/or read as many of my 39 published articles as you wish.  See https://ceoworld.biz/author/robert-adelson/

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. https://www.linkedin.com/company/ceomagazine/

It is my hope that this article will be of benefit to CEOs, C-level and senior executives to offer them insights and guidance to make the most of the opportunity when you are being courted and …more than one suitor company is vying for your services for you to accept their job offer for next executive position.

Feel free to tweet or share this article. If you or any colleague of yours has a need in this area, please do reach out to me @ 617-875-8665 or rob@attorneyadelson.com.

Stock Rights That Protect the Value of Your Executive Equity Compensation

On Thursday September 1, 2022, 2022, CEOWorld magazine published an article I wrote on “Stock Rights That Protect the Value of Your Executive Equity Compensation.”

This new article is designed for CEOs, C-level and senior executives, who have recently received a job offer or expect to receive a job offer and will be negotiating terms of executive compensation which will include executive equity. 

In those negotiations, executive equity is often a very significant and often a major part of the executive compensation and a often a driver to accept a job offer.  This is so because executive equity offers the prospect of greater financial upside value than from your fairly fixed and limited cash compensation.  This special upside potential for executive equity arises from three different factors: (a)  Appreciation – with your service the stock price or value might rise significantly, (b) Liquidity Event – a potential acquisition or an IPO  might also significantly increase value, (c) Favorable Taxation – with appropriate structuring, appreciated equity on cash out may be taxed at a much lower rate than cash compensation for much greater take home pay. 

Thus, given the high importance of equity in the CEO’s or C-level executive’s compensation package the focus of my article then moves to discuss these five (5) critical areas of stock rights and terms you want to be sure to give proper attention in your negotiations to give you the best chance to achieve the potential value from the equity you are granted: 

• Meaningful Level of Equity – to be sure that sufficient equity is granted so that if success is achieved, it will be impactful for you,
• Tax Favorable Structure – negotiation over the form of your equity at the outset is quite important because in tax law – “form is substance” – different forms produce very different tax results and you want tax-favored equity if possible,
• Severance Protection – if midway through the buildup you are forced out, you want your severance buy-out to embrace your equity as well as less important cash components of your comp package,
• True Up Adjustment – especially if you are brought in to secure a financing raise, you don’t want to be a victim of your own success and seeking a level anti-dilution protection is a fair ask,
• Cash-out protections – if after a number of years, no liquidity event is on the horizon, it is helpful to have a put option with the company to assure at some point you can tap into the value you achieved.

To see my full CEOWORLD magazine. article, go to LINK: https://ceoworld.biz/2022/09/01/stock-rights-that-protect-the-value-of-your-executive-equity-compensation/

Or on my website at https://www.executiveemploymentattorney.com/stock-rights-that-protect-the-value-of-your-executive-equity-compensation/

This was my 38th article published in CEOWORLD since 2016.  Previously, the editor advised that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.  

On its own initiative, CEOWORLD magazine created on their website a library of Robert Adelson published articles.   You can peruse this library and/or read as many of my 38 published articles as you wish.  See https://ceoworld.biz/author/robert-adelson/

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. https://www.linkedin.com/company/ceomagazine/

Negotiating Favorable Executive Equity Terms in an LLC – Capital vs. Profit Interests

Two weeks ago, on Sunday April 20, 2022, CEOWorld magazine published an article I wrote on “Negotiating Favorable Executive Equity Terms in an LLC – Capital vs. Profit Interests”

This new article is designed for CEOs, C-level and senior executives, who receive a job offer from a limited liability company where LLC equity will comprise an important component of your executive compensation package. Most senior executives are familiar with executive stock and stock options, including ISOs and non-qualified option grants offered by corporation employers.  But how do you evaluate equity that is not stock or stock options? What issues should you be concerned about when your executive equity package is comprised of LLC “member units”, called profits interests or capital interests?  

This article will cover issues important to the executive when your equity compensation is units in an LLC, including

• The difference in rights of the two kinds of LLC interests – profits interests and capital interests,

• The difference in taxation of profits and capital interests,

• The advantages that an LLC profits interest can offer over a corporation’s equity interest, whether stock or options, if significant equity appreciation is likely,

• The importance of determination of profit interest threshold amount,  

• Important protections to assure your share of the value appreciation if the LLC succeeds,

• Other valuable protections to assure your right to a cash payout with others if the LLC succeeds.

My article concludes with discussion of key terms to watch for in the LLC operating agreement.  My article stresses the importance of negotiating in your own equity grant, job offer or employment contract that those key fixed Operating Agreements terms will be applied in a manner to assure your reasonable protections and the benefit of your bargain in accepting the job offer with this LLC.

To see my full CEOWORLD magazine. article, go to LINK:
https://ceoworld.biz/2022/04/20/negotiating-favorable-executive-equity-terms-in-an-llc-capital-vs-profit-interests/

Or on my website at https://www.executiveemploymentattorney.com/negotiating-favorable-executive-equity-terms-in-an-llc-capital-vs-profit-interests/

This was my 37th article published in CEOWORLD since 2016.  Previously, the editor advised that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.  

On its own initiative, CEOWORLD magazine created on their website a library of Robert Adelson published articles. You can peruse this library and/or read as many of my 37 published articles as you wish. See https://ceoworld.biz/author/robert-adelson/

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.

https://www.linkedin.com/company/ceomagazine/

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who, at some point in your career, are offered equity interests in an LLC and need to know what to watch out for also what opportunities LLC interests can offer. Feel free to tweet or share this article. If you or any colleague of yours has a need in this area, please do reach out to me at 617-875-8665.

A Change of Control Agreement Saves the Day When Your Company Is In Play

Two and a half weeks ago, on Thursday December 16, 2021, the website Ivy Exec published under executive “Advancing” an article I wrote on “A Change of Control Agreement Saves the Day When Your Company Is in Play”.
​
This new article is designed not only for C-level and senior executives, but even for many directors and mid-level executives, whose companies are now “in play” — that there may be a sale of the company with new owners and to some extent a whole new successor employer.

My article first discusses this situation faced by the 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
• 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 IvyExec Career Advice website article, go to LINK https://www.ivyexec.com/career-advice/2021/a-change-of-control-agreement-saves-the-day-when-your-company-is-in-play/
Or on my website at https://www.executiveemploymentattorney.com/a-change-of-control-agreement-saves-the-day-when-your-company-is-in-play/

IvyExec hosts articles and webinars from experts in the career, leadership, and business spaces who wish to share their knowledge with our audience. In April 2021, I was invited to write for IvyExec since it seeks original content on the topics of career development, leadership, and business strategy as it applies to senior-level and C-Suite professionals. IvyExec blog posts and webinars are shared with its community of more than 2 million members on its website, in its newsletter, and on its social media channels. https://www.ivyexec.com/career-advice/write-for-us/

It is my hope that this article will be of benefit to VPs, directors and senior executives who have are trying to navigate a change in control in their companies. My article suggests terms and approaches to each of you and thus I hope will provide you a benefit in your negotiations.
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Feel free to tweet or share this article. If you or any colleague of yours needs assistance in negotiating a change of control situation, please do reach out to me.