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Tuesday, December 16, 2025

December 2025 Executive Employment Law Newsletter

 


This holiday card and photograph are used here with the permission of wild life photographer Jerry Acton who enjoys sharing the beauty of nature from his home in New York’s Southern Tier.  www.jerryacton.com

 

All Best wishes to you and yours, for a joyous holiday season and

For success, prosperity, health and happiness,

In the coming year, 2026.


ROBERT A. ADELSON, ESQ. Adelson & Associates, LLC 101 Federal Street, Suite 1900 Boston, MA 02110 (617) 204-5602 FAX:  (617) 204-5604 Email: rob@attorneyadelson.com Blog: https://robadelson.wordpress.com/ Website: www.ExecutiveEmploymentAttorney.com LinkedIn: https://www.linkedin.com/in/robert-adelson-b8a1557/ Twitter@AttorneyAdelson

Below are links to two earlier published articles of mine.


1. Forming a Competing Company to Take 100% Ownership of the Business You Built

Are you a CEO or C-level executive recruited to turn around or add significant value to a company? and now that you have done your job and are near success, is the owner moving the goal posts or otherwise reneging on the offer of significant equity that enticed you to join the company? My article published by CEOWORLD magazine in 2023 sets out a bold self-help strategy that, under the right circumstances, could make you whole (and even more than that) for all the equity you were promised.



2. Essential Employment Terms for Female Executives

My 2023 article, published by IVYEXEC, the career advancement website, explores the hurdles faced by women CEOs and senior executives in hiring, change of control, harassment and termination situations, and strategies to succeed and keep your career on its upward trajectory.



EXECUTIVE EMPLOYMENT ATTORNEY for CEOs, C-Level and Senior Executives, exclusively

• Job Offers, Employment Contracts • Tax-favored Executive Equity, Structure & Terms • Executive Compensation and Bonus Structures • Retention, Change-of-control Agreements • Wrongful Termination, Separation Agreements • Non-competes, NDAs and Restrictive Covenants

Thursday, November 6, 2025

Executive Equity Compensation in a Pre-IPO Company


November 2025 Edition

We are now well into Autumn.  Despite some days of Indian Summer, there is now an increasing chill to our days, with Thanksgiving not too far off at the end of this month.

On the sports scene, one could not but marvel at the exiting MLB World Series concluded just after midnight this past Saturday night. I was rooting for the AL’s Toronto Blue Jays who had not been to the Fall Classic in more than 30 years, but it was hard for me to root against NL’s LA Dodgers with their Manager being former Red Sox player Dave Roberts.  I was at Fenway Park that fateful October night 21 years ago for the ALCS game 4 vs the Yankees. In my mind’s eye, I can still see Roberts taking huge leads from first and then his dramatic steal of second base against Mariano Rivera to spark the greatest comeback in MLB post-season history that led Boston to the 2004 World Series title, our first in 86 years.  But what a Dodgers-Blue Jays World Series game 7 this past Saturday night!  The sight for me, was indelible: Dodgers ace starting pitcher Yoshinobu Yamamoto summoned by manager Dave Roberts  from bullpen with the score tied 4-4, one out in the 9th, with two Blue Jays on base. This, after Yamamoto only the night before, had gone 6 innings and 95 pitches to win game 6.   I was just as electrified back in 2001 at the sight also on TV of Randy Johnson coming in 9th inning relief, also on one days’ rest, to win game 7 for the Diamondbacks.  Plus thoughts of other legendary starters on in relief in other 7th games – Walter Johnson 1924, Grover Cleveland Alexander 1926. As for Sat night’s game 7, 9th inning and Yamamoto, after a hit batsman and force play at the plate, THE CATCH, spectacular in deep CF to save the Dodgers who would win in extras after still more heroics.  Yamamoto went 2-plus innings of scoreless relief for his 3rd series win, and was rightly named Series MVP. 

As for our New England sports scene, Sunday was a reality check for our Patriots. The Atlanta Falcons came back but, when needed, the defense got the stops.  As important, after some setbacks, Drake Maye too, did what was needed so the Pats managed a 24-23 win.  This included the critical last first down pass from QB10 to Hunter Henry so the Falcons got no last chance to win. The win streak remains alive, now at five, pushing New England’s record to 7-2.  The team will next go on the road and we remain hopeful. The buzz is back at Foxboro.  It’s not the old “Patriot Way” but rather something new – the highly positive vibe emanating from our 1st year Coach Mike Vrabel.  As for our winter sports teams, both have had their own small streaks both winning and losing.  So, the Bruins are at .500 and the Celtics just below that.  Hopefully, things will continue to look up them in November and December and for BU hockey as well in November. 

As for Newsletter items, two weeks ago, in IVYEXEC career advancement website, published an article of mine, advising on key protections, equity and other terms to seek to best take advantage of the financial opportunity an IPO can present to you. A link to that new article is featured as item #1. This newsletter also has links, in items #3 and #4, to two other earlier articles of mine both published by CEOWORLD magazine, on two separate subjects of interest to C-level and senior executives.  The first discusses an important technique, keeping and using an ace in the hole in your executive contract negotiations.  The second article discusses an important duty or implied covenant in the law that can enable you, even if you are an employee “at will”,  to have a valid enforceable claim against your employer to be made whole for what you earned and were deprived of. There is also a special offer as item #5.  I hope some of these items might be of benefit… and my best wishes to all for the rest of November! 

1.   Executive Compensation in a Pre-IPO Company

Is your private company planning for an IPO?  As a C-Level or senior executive, my new article published two week ago, on October 21, in IVYEXEC career advancement website, advises on key protections, equity and other terms to seek to best take advantage of the financial opportunity an IPO can present to you.   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, executive  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.       Using Your Ace in the Hole in Executive Contract Negotiations

Have you ever considered keeping and using an ace in the hole in your executive contract negotiations?  My article published by CEOWORLD magazine a bit over a year ago (Aug. 2024), discusses just that:  how keeping and using an ace in the hole can help you in negotiations over executive contacts, including job offers, employment agreements, separation agreements and contracts for consulting.   Read the Article Here

 4.   “Good Faith & Fair Dealing” Duty that can safeguard your earnings

As a C-level or senior executive, do you face now or have you ever faced employment termination or other employer action to prevent you from receiving a bonus, stock vesting or other benefit you earned from your successful achievement of a target objective for the company? My article published by CEOWORLD magazine, in September 2021, and still relevant, discusses an important duty or implied covenant in the law that can enable you, even if you are an employee “at will”,  to have a valid enforceable claim against your employer to be made whole for what you earned and were deprived of.  Read the Article Here

5.       11/2025 Offer: Good through December 1st  

This 4 weeks’ 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 Mon. 12/1/25.   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
Email :  rob@attorneyadelson.com
Website: www.executiveemploymentattorney.com
LinkedIn: https://www.linkedin.com/in/robert-adelson-b8a1557/
Blog:  https://robadelson.wordpress.com/
X:  @AttorneyAdelson





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.


Monday, October 13, 2025

Equity Revesting When Your Company Is Acquired

 


October 2025 Edition

We are now into Autumn with Columbus Day next week (also called Indigenous Peoples Day in Boston) and Halloween the end of this month. Time for foliage viewing, apple picking, raking the leaves, and still lots of outdoor sports, hiking, biking and the like. 

Sadly, there will be no further October baseball for our hometown’s beloved Boston Red Sox. Our club did make the post-season but that meant a best of 3 series, played entirely on enemy turf… in THE Bronx. The Yankees prevailed so no post-season games in Boston.  Still.. I’m not too disappointed because I thought all along that we were playing with “house money” given the fierce competition we faced just to get that far.  Nor am I ready to move on, saying “wait ‘til next year.”  Nope, I am still savoring the MLB season we just had.  This Sox team led the majors with twelve walk-off wins, and I had the pleasure of seeing the boys notch two of those wins at Fenway in the “walk off greens”.  Plus, there were even more games where I did stay through the 9th to see Aroldis Chapman close the game.  This Sox reliever  (the best we’ve had since 2013’s Koji Uehara) never disappointed.  And just as much was enjoying the wonderful exuberance of Chapman’s entrance – To see once again El Tiante smoking up the Fenway skyline, to hear the Latina sounds of “La Reina” Celia Cruz, and view the salsa dancers as Chapman delivers his heat.  Please do check it out one more time before we close the book on these BoSox of 2025 – https://www.youtube.com/watch?v=IHYfnJC3uE0  

As much as I don’t want to close the chapter on Boston’s Boys of Summer 2025,  Boston MLB has now concluded.  Yet, as one door closes, a new door opens, and Boston’s sports scene is a lot brighter today than it was a week ago. This past NFL Sunday Night on NBC was a total surprise and  joy to watch.  I gave the 2-2 Patriots, with their up and down beginning against some of the weakest NFL teams,  not a snowball’s chance in Hell of beating the 4-0 Buffalo Bills, on the road, at Orchard Park in Western NY.  Facing Josh Allen and the AFC’s top team, incredibly, QB Drake Maye,  wide receiver Stefon Diggs, and a stout Pat’s defensive unit, pulled off a huuuuge upset, taking the Bill’s 23-20.   At half-time, I was amazed the Pats led 6-3.  So, I decided not to go to sleep.  Then, we all saw New England rally twice in the 2nd half, with Maye then leading a final drive to set up the 52-yard field goal to win in the last 15 seconds.  We are now 5 games into the 17-game NFL season, with  the Pats now 3-2.  New England would be a wild card entry if the season ended today.  With their soft schedule ahead, hopes have now soared that in January, Mike Vrabel’s overachieving NE  squad might play (even if briefly) in the NFL playoffs.

Beyond pro sports, there was further good news this past weekend. Saturday night, I also had the pleasure of attending the BU Hockey season opener in a packed Agganis Arena.  The Terriers open the season no. 2 in national college hockey rankings.  With another strong group led by potential Hobey Baker contenders  Cole Eiserman and Cole Hutson (who both scored Saturday night), we can hope that coach Jay Pandolfo can again lead lead the scarlet to our 4th consecutive Frozen Four, this time, in Las Vegas, next April.  Opening night fun even continued post-game.  My best friend Bob Imperato and I were able to partake in some fascinating opening night story-telling, in the Friends Lounge, when Brian Zive joined our table.  Brian amazed us both with a number of fabulous tales from his 30-plus years’ reign as the legendary “Sasquatch” of BU Terrier Hockey .   Ol story link - https://www.bu.edu/articles/2015/sasquatch-dog-pound/  That BU Today story was from 2015, ten years ago.   At some point The Daily Free Press / Hockey Blog should do an update, the FreePress / Hockey blog’s  own feature length Sasquatch story.  Such a wonderful man, and Brian has just so much to share with all of us.   Anyway,  good news for the Terriers Saturday and for the Patriots Sunday: fingers crossed that good news will continue  as October goes along.   

As for Newsletter items, nine days ago, CEOWORLD magazine published an article of mine, directed to founder CEOs, CTOs and other founder C-level officers, on navigating re-vesting of equity and other perils you are likely to face when your company is being acquired.   A link to that new article is featured as item #1. This newsletter also has links, in items #3 and #4, to two other earlier articles of mine both published in IVYEXEC career advancement website, on two separate subjects of interest to C-level and senior executives.  The first discusses an important technique, using “QSBS”, to achieve zero taxation if your stock gains are up to the greater of 10x growth or $15 million.  The second article is on  employment contract terms to seek in negotiations by life science C-level and senior executives.  There is also a special offer as item #5.  I hope some of these items might be of benefit… and my best wishes to all for the rest of October! 

1.    Equity Revesting & Other Founder Executive Concerns When Your Company Is Acquired

Are you a founder CEO, or co-founder CTO and other founder executive looking forward to the acquisition of your company?  Are you now looking forward to a long-awaited liquidity event?  The transaction is certainly good news, but, for you, there are certain risks  you ought to know about and plan for.  These risks include required re-vesting of your founder shares or your vested equity position, and a potential double trigger barrier to your own liquidity.  My article published nine days ago in CEOWORLD magazine offers a roadmap to help you navigate through the potential minefield of these critical issues when your company is to be acquired. This article analyzes these key issues and others from your viewpoint, as founder / C-level executive, and how you can respond to protect yourself while still being supportive to close the deal. 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.       Achieving Zero Taxation on Sale of Your Appreciated Stock

Are you the CEO or in senior leadership at an early stage company or are you considering joining an early stage company, in either case, where executive equity  is or will be an important part of your executive compensation package?  My article published earlier this year, by IVYEXEC career advancement website, discusses how proper structuring of your equity grant can produce a huge cash benefit to you.  My article shows how use of qualified small business stock (QSBS), and other key techniques may enable you to have zero Federal taxation on all or most of the appreciation on a sale of shares.   Since my article’s publication in March 2025,  the 2025 tax law increased the amount that QSBS can shield from taxation to $15 million.  Thus, proper use of techniques I share can potentially save you over $3.5 million in capital gains and net investment income taxes you would otherwise have to pay out of pocket.  Read the Article Here

4.       Employment Contract Terms for Life Science 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 a year ago, in October 2024 by IVYEXEC career advancement website,  advises medical device, biotech and other life science executives on the essential terms to negotiate including performance targets and equity geared to the stage of your life science company and its exit goals and key terms for your equity.  Read the Article Here

5.       10/2025 Offer:  Good through Halloween, Oct. 31th  

This 3-plus weeks value-packed offer, is as a way to get introduced to my law work: an Executive Employee Equity Law Diagnostic – this offer is good through 10/31/25.   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

Executive Employment Attorney 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
Email :  rob@attorneyadelson.com
Website: www.executiveemploymentattorney.com
LinkedIn: https://www.linkedin.com/in/robert-adelson-b8a1557/
Blog:  https://robadelson.wordpress.com/
X:  @AttorneyAdelson

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.