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.

This was my 28th article published in CEOWORLD. Earlier this year, the editor advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.  See https://ceoworld.biz/author/robert-adelson/

This article, my most recent, published May 27th, is designed for CEOs, C-level and senior executives, especially those who, once on the job, may find that their chances for success become daunting because changed circumstances beyond their control.  For many such executives, the severe economic downturn arising in connection with the COVID-19/coronavirus crisis may cause great reductions in expected base, bonus, equity and LTI compensation and reduced duties and responsibilities as well.​

However, the article is not limited to COVID-19.  The article also discusses other circumstances where clients of the author have also experienced such negative effects, as result of dashed expectations, including where the executive accepted his or her job offer for a CEO, C-level or other senior executive position in reliance on any of these company actions:

To see my full CEOWorld magazine. article, go to LINK:
https://ceoworld.biz/2020/05/27/triggering-executive-severance-to-protect-your-interests-in-case-of-covid-19-or-other-changed-circumstances/
Or on my website at https://www.executiveemploymentattorney.com/triggering-executive-severance-to-protect-your-interests-in-changed-circumstances/

It is my hope that this article will be helpful to suggest a potential remedy in job offer negotiations to CEOs, COOs, CMOs, other C-Level and senior executives who are considering a new executive position or giving up other opportunities, and, acting in reliance on the promises made by the employer, and seek protection against potential changed circumstances, whether from a pandemic, loss of a key customer, loss of key personnel, a negative regulatory ruling, loss of financing  or otherwise, so the executive can if that happens move and be made whole. If you or any colleague of yours has a need in this area, please do reach out to me at rob@attorneyadelson.com.

​Six days ago, on April 28, 2020, CEOWorld magazine published an article I wrote on “Has a New Employer Withdrawn Your Executive Job Offer? How “Promissory Estoppel” can give you a legal remedy”.  The magazine advised me that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website.

This was my 27th article published in CEOWORLD. Earlier this year, the editor advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.  See https://ceoworld.biz/author/robert-adelson/

This article, my most recent, published April 28th , is designed for CEOs, C-level and senior executives, especially those who receive a job offer, then give notice to their current employer and later see the new offer rescinded or withdrawn due to the economic downturn or turmoil arising from the COVID-19 /coronavirus pandemic or other changes at the new employer.   With your old job now lost, this article discusses use of the legal doctrine of promissory estoppel as a remedy for the now out-of-work executive.
​
The article also indicates potential use of this promissory estoppel remedy in other cases where an employer does not honor other oral promises to the executive, on which he or she relied, including in these circumstances:

• Employer promised full executive employment contract and equity documents and termination occurs before those documents are delivered and signed,

• Executive’s acceptance of a job offer on the condition that he or she can attend a life cycle event and termination after you attend that event,

• Executive gives up a lucrative position to join the new company on the promise of important responsibilities and leadership, with termination before that promise is ever kept,

• Executives gives up other job offers to leave the employer on promise of new executive employment terms that are never fulfilled.

​The article concludes on a cautionary note that while some major verdicts and settlements have been obtained by C-level executives using promissory estoppel against employers who failed to honor their promises, the doctrine is not universally upheld in the courts of all states. So, it is best to get your executive contract clear and in writing, but when you have not done that, consult with an experienced executive employment attorney and promissory estoppel may still give you a remedy.

To see my full CEOWorld magazine. article, go to LINK:
https://ceoworld.biz/2020/04/28/has-a-new-employer-withdrawn-your-executive-job-offer-how-promissory-estoppel-might-give-you-a-legal-remedy/
Or on my website at https://www.executiveemploymentattorney.com/has-a-new-employer-withdrawn-your-executive-job-offer-how-promissory-estoppel-might-give-you-a-legal-remedy/

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/

The editor has also advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.  See https://ceoworld.biz/author/robert-adelson/

It is my hope that this article will be helpful to suggest a potential remedy to CEOs, COOs, CMOs, other C-Level and senior executives who have been enticed to take a new executive position or to give up other opportunities, and, after acting in reliance on the promises made by the employer, find that the executive job offer is rescinded or withdrawn or the employer in some other way breaks an important promise made to you, on which you relied.   If you or any colleague of yours has a need in this area, please do reach out to me at rob@attorneyadelson.com.

This was my 26th article published in CEOWORLD. Earlier this year, the editor advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field. The magazine has also created a library of my articles on its website, where you can click on and access any of my more than 20 articles with CEOWORLD, published in recent years beginning in 2016.  See https://ceoworld.biz/author/robert-adelson/

​This article, my most recent, published March 31st, is designed for CEOs, C-level and senior executives, especially those who receive an executive job offer or employment contract for their first CEO or C-level position.  The article provides answers and explanations on these important questions:

• What is an executive employment agreement?
• Why is this agreement important to the company?
• Why is this agreement important to you?
• What are the key terms and conditions that you should focus on?
• How do you achieve success in negotiating these executive contract terms?

The article also includes a brief discussion of key terms to seek in a CEO or C-suite employment agreement including terms on the following:

• Position, duties and authority,
• Executive compensation and bonus structure,
• Tax-favored executive equity and/or LTIs,
• Severance terms and triggers,
• Noncompete and other restrictive covenants.

To see my full CEOWorld magazine. article, go to LINK:
https://ceoworld.biz/2020/03/31/executive-employment-agreement-an-overview-for-the-newly-minted-ceo-or-c-suite-executive/
Or on my website at https://www.executiveemploymentattorney.com/executive-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.
https://www.linkedin.com/company/ceomagazine/
The editor has also advised that I can add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.  See https://ceoworld.biz/author/robert-adelson/

It is my hope that this article will be helpful to newly-minted CEOs, COOs, CMOs, other C-Level and senior executives to understand the importance of their first executive employment agreement and to aid them in the negotiation for appropriate terms commensurate with the position each is offered. If you or any colleague of yours has a need in this area, please do reach out to me at rob@attorneyadelson.com.

Author: Robert AdelsonRobert 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 from 2004 to 2019. With the breakup of that firm over semi-retirement of senior partners, Robert Adelson formed the firm Adelson & Associates, LLC, where he is the principal, that commenced operations 1/1/2020.