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”.
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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.

This was my 25th 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 October 30, is designed for CEOs, C-level and senior executives, for whom equity can often be the most valuable part of their executive compensation package.  The article addresses the question – what happens to that equity position if you face employment termination – and offers tips for severance negotiations over equity, including

• What to include in your offer letter or executive employment agreement when you join the company?
• What to seek in a change-of-control / retention situation?
• What to negotiate for on employment termination?
• The importance of equity in your severance negotiations.

In discussing equity severance negotiations at the time of employment termination, my article raises using your leverage in employment separation negotiations including

• Legal claims you may have against your company related to wrongful termination of employment,
• Termination transition services and support the company may desire from you,
• Cooperation to sign a lock-up agreement or other documents or actions post-termination.

To see my full CEOWorld magazine. article, go to LINK:
     https://ceoworld.biz/2019/10/30/executive-equity-compensation-in-severance-negotiations/

Or on my website at 
     https://www.executiveemploymentattorney.com/executive-equity-compensation-in-severance-negotiations/

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 CEOs, COOs, CMOs, other C-Level and senior executives to provide for appropriate terms to protect their equity rights in any present or future severance negotiations.  If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

This article is designed for CEOs, CMOs, CSOs, CTOs and other C-suite and senior executives in technology and life sciences, who are being recruited and have now, or anticipate soon receiving, an attractive offer to move on, yet are also critical to their current company, where your current company might provide a significant retention package for you to stay.

This frequently occurs when the company is “in play”.  However, besides this change of control situation, my article discusses a number of other circumstances where executive retention negotiations occur, including where:

• The company is nearing a critical milestone, necessary for a funding round,
• The company is planning its IPO and needs an executive lockup,
• The executive has close relationships with key accounts and the company fears a significant loss of business,
• The executive has close relationships with key management and performers in the company and fears a significant attrition,
• The executive as an inventor, innovator and technologist has a critical role in product creation, maintenance or development, or
• The executive has achieved a level of notoriety such that his or her loss could have a negative impact on perception of the company within the customer or business community where the company operates.

My article also discusses how to raise the issue of executive retention, how to negotiate and frame the executive retention package as a mutually beneficial “win-win” for the executive and the company, and finally the key terms to seek in your executive retention agreement.

To see my full CEOWorld magazine. article, go to LINK:  https://ceoworld.biz/2019/04/26/negotiating-executive-retention-agreement-terms-to-protect-your-interests/
Or on my website https://www.executiveemploymentattorney.com/executive-retention-agreement/
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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, CMOs, CSOs, CTOs and other C-suite and senior executives in technology and life sciences, who are being recruited and have now, or anticipate soon receiving, an attractive offer to move on, yet are also critical to their current company, where the current company might provide a significant retention package for the executive to stay.   If you or any colleague of yours has a need in this area, please do reach out to me at radelson@engelschultz.com.

Robert A. Adelson, Esq. is a business and tax attorney, and partner in the firm Engel & Schultz LLP in Boston, MA.  He has an advanced LLM degree in the law of Taxation from NYU and has for more than 20 years represented CEOs, C-Suite and senior executives across the country in issues of senior executive employment including terms of equity, executive compensation package, severance agreement, change of control, restrictive covenants and other key executive issues. 

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. 
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