From Founder-CEO to CTO or CSO: Key Protections in Succession Planning when you face the Founder’s Dilemma

On March 27, 2019, CEOWorld magazine published an article I wrote on “From Founder-CEO to CTO or CSO:  Key Protections in Succession Planning When You Face the Founder’s Dilemma” 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 founder or co-founder  CEOs of successful companies in the innovation economy who may be asked and even pressured by VCs to let a “professional” CEO take your place at the helm to scale the company to the next level, with you to then step aside to fall back to take a CTO or CSO position in what had been your company.

This article discusses how and why this situation called the “Founder’s Dilemma” occurs, and then goes on to offer advice to the founder CEO who will transition to the CTO or CSO role.  My article suggests key Founder protections including:

• Minority shareholder protections including for information, against dilution and cash-out rights;
• Exercise rights over options, vesting of shares;
• Back licenses of technology, office support;
• Board representation or observer rights,
• Severance pay, post-termination benefits, coverages and consulting,
• Negotiation of non-compete, non-solicitation, other restrictions.

My article also discusses protections for the founder CEO and the company in choice of your Board, choice of investors and the founder taking a big role in selection of your successor CEO and transition.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2019/03/27/from-founder-ceo-to-cto-or-cso-key-protections-in-succession-planning-when-you-face-the-founders-dilemma/

Or on my website at

https://www.executiveemploymentattorney.com/from-founder-ceo-to-cto-or-cso-key-protections-in-succession-planning-when-you-face-the-founders-dilemma/

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 Founder CEOs who have successfully launched their companies, taken in VC or angel investment and now face the Founder-CEO dilemma as investors push for a “professional CEO” to take your place at the helm as the successor CEO to lead the company in the scale up and to the  liquidity event the investors seek. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Executive Service on Corporate Boards of Directors – Benefits, Liabilities and Compensation

On February 21, 2019, CEOWorld magazine published an article I wrote on “Executive Service on Corporate Boards of Directors – Benefits, Liabilities and Compensation” The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website. 

This article is designed for CEOs and other senior executives offered the opportunity to serve on corporate Boards of Directors in your own company and particularly in other companies.

This article discusses the benefits that Board of Director service can offer to an executive to advance his or her career, including the following:

• Stock, options and other compensation that can be quite lucrative,
• Opportunities to network and learn from peers,
• Observation of other organizations manage their affairs,
• New source of information (in your own company or in business generally),
• Source of new contacts to take the next step up the career ladder.

The articles also discusses pitfalls and potential liabilities of Board service including the significant responsibility to oversee management of the business, due diligence expected to review the transactions before it and record those deliberations, and the fiduciary duties Board members owe to the shareholders so it is important to assure proper care and diligence, and also insurance coverage.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2019/02/21/executive-service-on-corporate-boards-of-directors-benefits-liabilities-and-compensation/

or on my website at https://www.executiveemploymentattorney.com/articles-section/board-of-directors-service/

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, other C-Level and senior executives who are offered the opportunity to serve on their own or other corporate boards, and need to pay attention to both benefits and pitfalls of Board service. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

About Robert Adelson, Esq.

Robert Adelson has been a corporate and tax attorney since 1977. He began as an associate at nationally prominent New York City “mega” law firms, first at the Wall Street firm Dewey Ballantine Bushby Palmer & Wood and later at the Park Avenue firm Weil Gotshal & Manges. In 1985, Adelson returned home, where he has since established himself as a respected Boston business attorney. He has attained partner at several small and midsize Boston law firms, most recently at Lawson & Weitzen LLP and then Zimble Brettler LLP, where he was a partner from 1994 to 2004 before becoming a partner at Engel & Schultz LLP.

Negotiating Your CSO or CTO Employment Agreement

On January 28, 2019, CEOWorld magazine published an article I wrote on “Negotiating Your CSO or CTO Employment Agreement”  The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website. 

This article was designed for Chief Technology Officers or Chief Technical Officers (CTOs) of  software, robotics, e-commerce or other technology-based companies or for Chief Scientific Officers or Chief Medical Officers (CSOs) of a biotechnology, medical device, healthcare or other life science companies, who, when negotiating a new  job offer or employment contract or terms of executive compensation need to give attention to essential employment terms relevant to their critical C-level positions in these fast growing and changing industries.

Among the important terms for CTO and CSO employment contracts discussed in the article are the following:

• Scope of authority, levels of support, interface with related enabling departments,
• Company reputation, mission, financials and other representations on which you are relying to take this job offer,
• Equity compensation in scope and form matched to your position, stage of company and potential tax issues and
• Protection to assure that inventions, software tools and ideas developed on your own are not transferred to the new employer without special consideration.

Finally, at the end, this article is demarcated as a guide primarily to the CSO or CTO with a new job offer.

In the late Spring 2019, I plan to write a separate article whose target audience is also CSOs and CTOs, but this time company founders and former CEOs.  These are executives who moved to the CSO or CTO position after a successful launch was achieved, VC money invested and a new “professional” CEO has been or is to be, recruited to scale the company to the next level of growth.  That Spring article will focus on the key protections such founder CTOs and CSOs should seek in this corporate transition.

To see my full CEOWorld magazine. article, go to

LINK:  https://ceoworld.biz/2019/01/28/negotiating-your-new-cso-or-cto-employment-agreement/ 
or on my website at https://www.executiveemploymentattorney.com/negotiating-your-new-cso-or-cto-employment-agreement/

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 CSOs, CTOs and other senior executives who are in tech and life science industries who are negotiating new job offers, employment contracts or executive compensation packages and should pay attention to the essential contract terms discussed in my article. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com or call 617-875-8665.


About Robert A. Adelson, Esq.
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. 

Essential Employment Contract Terms for Medical Device and Biotechnology Executives

On December 29, 2018, CEOWorld magazine published an article I wrote on “Essential Employment Contract Terms for Medical Device and Biotechnology Executives”    The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website. 

This article was designed for CEOs and other C-Suite, VPs or other senior executives in Medical Device, Biotechnology and other life science companies who, when negotiating a new job offer or employment contract or terms of executive compensation, need to give attention to essential employment terms in these fast growing and changing industries.

My article indicates how in these negotiations, the executive should seek key executive employment terms in the following important areas:

• Signing bonus to at least make you whole for anything you are giving up,
• Performance targets geared to your type and stage of life science company and its exit goals,
• Equity in scope and form matched to your position, stage of company and potential tax issues
• Relocation and other expenses (e.g. maintaining your M.D. license) again to keep you whole when you change companies.

The article also discusses executive severance terms and triggers for your protection in case changes necessitate you to change companies in the future.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2018/12/29/essential-employment-contract-terms-for-medical-device-and-biotechnology-executives/

Or on my website

https://www.executiveemploymentattorney.com/essential-employment-contract-terms-for-medical-device-and-biotechnology-executives/

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 and other senior executives in the medical device, biotechnology or other life science industries who are negotiating new executive job offers, employment contracts or executive compensation packages and should pay attention to the essential contract terms discussed in my article. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.


About Robert A. Adelson, Esq.
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. 

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. 

Negotiating the Right Executive Compensation Package for Yourself

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On October 30, 2018, CEOWorld magazine published an article I wrote on “Negotiating the Right Executive Compensation Package for Yourself”    The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website.


This article was designed for CEOs and other C-Suite, VPs or other senior executives who when negotiating a new executive job offer or employment contract need to give attention to the executive compensation package that it contains all the key features to fully compensate the CEO or senior executive for the critical services he or she provides to the company and its owners.

My article further indicates how in these negotiations, the executive should seek to accomplish several important and distinct goals, including to

• Secure your own basic financial needs,
• Secure a highly valuable equity stake in the company for yourself,
• Negotiate the key terms for equity or phantom stock, and
• Create the right executive bonus plan and other incentives that align with the company for growth.

The article also discusses how the CEO or senior executive can use these goals and means of achieving them to strengthen his or her position at the company.  These negotiations can serve to demonstrate to your new employer your abilities as a skilled executive capable of managing complex situations that affect himself or herself directly.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2018/10/30/negotiating-the-right-executive-compensation-package-for-yourself/
Or on my website
https://www.executiveemploymentattorney.com/negotiating-executive-compensation-package/

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 and other senior executives who are negotiating the important executive compensation package and equity terms of a new job offer or renegotiation of executive contract terms with your current job or under an executive retention agreement if your company is in play. If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Using an Executive Severance Agreement to Protect Your Employment, Career and Reputation

On September 25, 2018, CEOWorld magazine published an article I wrote on “An Executive Severance Agreement Protects Your Employment, Career and Reputation” The magazine advised me that I can use “Featured in the CEOWOLRD magazine” and the CEOWORLD “Logo” on my website.

This article was designed for CEOs and other C-Suite, VPs or other senior executives who, when negotiating a new executive job offer or employment contract, need to give attention to severance terms even where the employment is stated to be “at will.”  Also,  even if severance is not included at the outset, it can be negotiated later, even at the time of employment termination.

My article further indicates how severance agreements address continuation of salary and also address other issues that might be very important to the executive including

• Continuation of health and other key benefits,
• Payment of earned bonus and prorated bonus,
• Vesting and other rights in stock, options, RSUs or phantom stock of the company,
• Protections for the executive’s reputation.

The article also addresses items the employer may seek including non-competes, releases and waivers and negotiation strategies for executives on such items.

To see my full CEOWorld magazine. article, go to LINK:  http://ceoworld.biz/2018/09/25/an-executive-severance-agreement-protects-your-employment-career-and-reputation/
Or https://www.executiveemploymentattorney.com/articles-section/executive-severance-package/

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 and other senior executives who are seeking to negotiate severance terms into their job offers, employment contracts or separation agreements, or need help on particular terms of the severance package. If you or any colleague of yours has a need in this area, please do reach out to me at rob@attorneyadelson.com or call 617-875-8665.

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