Duty of “Good Faith and Fair Dealing” Ensures Your Executive Compensation is not Taken Away from You

 On September 2, 2021, CEOWorld magazine published an article I wrote on “Duty of “Good Faith and Fair Dealing” Ensures Your Executive Compensation is not Taken Away from You”.

This new article is designed for CEOs, C-level and senior executives, who at some point face employment termination for no good reason when you are close to making a big score for what you have achieved for the company.

My article discusses an important duty or implied covenant in the law that provides that even if you are an employee “at will”, with no contractual rights, you might still have a valid enforceable claim against your employer to be made whole — to be paid what you are due. The article discusses landmark state Supreme Court cases from three different states around the USA where plaintiffs have been made whole because of the defendant’s breach of the duty of “Good Faith and Fair Dealing”. In doing so, courts consider where the plaintiff suffered harm because he or she was prevented from receiving the benefits of their agreement, including these bad faith actions by a defendant:

• Preventing the other party from performing its obligations,
• Engaging in schemes to deprive the other party of its right to benefits or withholding contractual benefits,
• Seeking to obtain benefits prohibited by contract,
• Having no intent to complete a contract or engaging in a contract that is unreasonable or deceitful.

My article concludes with discussion of two of my recent client representations of senior executives from two different states and different industries, where the executives did all that was expected of them from the time of their hiring, and, in doing so, made important contributions to their companies but were, in the end, prevented from realizing the benefits they had bargained for and earned, and thus how each had claims under this duty or doctrine of Good Faith and Fair Dealing.

To see my full CEOWorld magazine. article, go to LINK: https://ceoworld.biz/2021/09/02/duty-of-good-faith-and-fair-dealing-ensures-your-executive-compensation-is-not-taken-away-from-you/

Or https://www.executiveemploymentattorney.com/duty-of-good-faith-and-fair-dealing-ensures-your-executive-compensation-is-not-taken-away-from-you/

This was my 35th 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 34 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.

CEOWORLD magazine | LinkedIn

CEOWORLD magazine | 6,584 followers on LinkedIn. World's leading magazine for CEOs, CFOs, investors, senior executives…

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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, might be at the point of receiving a major benefit in executive compensation, equity vesting or payout, only to be deprived or threatened with loss of that benefit earned, by employment termination without cause or reason or other arbitrary act by the employer. The goal of this article is to let you know that if that happens to you or a colleague of yours, there may be a basis to seek redress for your loss or potential loss. Feel free to share this article. If you or any colleague of yours has a need in this area, please do reach out to me.

Executive Contract Terms to Negotiate with Your Prospective Employer

On Tuesday June 22, 2021, the website Ivy Exec published under “Career Advice” an article I wrote on “Executive Contract Terms to Negotiate with Your Prospective Employer”.

 

This new article is designed for CEOs, C-level and senior executives, who are sometimes neglectful of their own interests and might be tempted to accept the assurance from a prospective employer that the job offer terms are just standard.  But executive contract terms are not standard.

My article discusses critical contract terms that, as a senior executive, you should consider negotiable to assure you are receiving fair financial treatment and to provide important protections to your career path and reputation.  I suggest negotiation strategies for key contract terms including: 

• Signing Bonus – to make you whole for what you are giving up from your job and also compensate you for the risks you are taking going into a new situation where you will have to prove yourself yet again,

• Meaningful Equity – giving you a stake in the company sufficient in size and upside potential to justify the move.

• Tax-favored Equity – with my structuring suggestions to maximize your take-home pay.

• Restrictive covenants – NDAs limited to not bar you from future utilization of  your prior knowledge and connections, Non-competes limited so no significant detour is created to the expected path for your future career growth,

• Severance triggers – to allow you to quit for good reason if the company fails to live up to promises you relied on accepting the offer;  

• Robust severance terms – with not only severance pay but continuation of health benefits, prorated bonus and equity acceleration.

My article then concludes with a discussion of other non-contract factors that go into the decision to accept a job offer such as compatibility with company, fit of skills and personality, and your belief in company prospects.  

But remember, even where you see a good fit going in, things can change: so, having a good contract is an important protection against your champion leaving or other unforeseen developments.

To see my full article, as published in the “Career Advice” section of the Ivy Exec website, go to LINK: https://www.ivyexec.com/career-advice/2021/executive-contract-terms-to-negotiate-with-your-prospective-employer/

 Or on my website at https://www.executiveemploymentattorney.com/articles-section/executive-contract-terms/

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 CEOs, C-level and senior executives who are contemplating a new job offer or employment contract and want to assure the key need financial terms and career protections are in place.  This article suggests to you what is negotiable and that it may be wise to seek these items even when you feel confident the job is a good fit for you.  Because sometimes, your champion may leave or other things might happen – so that, at that point, it might be comforting to you to know you have in writing critical contractual protections.

So, my hope is that this article will offer insights on these important matters. 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.