Emerging Views®
Print PDF

Executives & Founders

We provide entrepreneurs and innovators with the practical and strategic advice necessary in connection with starting a business. We offer these clients the full array of business legal services they require, including:

  • Setting up new business entities, including alternative entities, in a tax efficient manner
  • Drafting stockholder, investor rights and operating agreements defining relationships among owners and investors
  • Preparing and negotiating commercial contracts as general outside counsel, such as distributor agreements, manufacturing agreements, license agreements, consulting agreements, equipment leases, indemnity invention assignment and confidentiality agreements
  • Representing C-level executives in their employment and/or separation matters, including complex equity and incentive compensation arrangements.

We have extensive experience advising companies and individuals in all the legal issues of all the stages of employee relationships. And that translates into two advantages for you. The first is more reliably complete information and advice. The second is service so efficient, you won’t face unpleasant surprises when you see our fees. And, since we have a tendency to see ourselves as a partner with our client, you’ll find us as protective of and responsive to your goals and interest as if we were...well...your partner.

We provide legal counsel in connection with all stages of the employment relationship, from both the company's and executive's perspective. We assist in structuring competitive equity programs that address the particular needs of a business and its executives, while always weighing potential financial and tax consequences. Examples include all types of employee benefit programs, including retirement plans, restricted stock and stock option plans, long term incentive plans, stock purchase plans, and other forms of equity programs, bonus arrangements, performance programs, deferred compensation and supplemental retirement programs. We also represent both employers and employees in negotiating all types of employment, retirement, severance, consulting and non-compete agreements. Our attorneys are knowledgeable in advising on the tax, corporate, securities law, ERISA and employment law aspects of all of these programs, as well as fiduciary aspects of administering them.

We also have considerable experience in representing Family Offices in the many issues that arise in the ongoing administration of their offices, with particular emphasis on human resources, employee benefits, compensation planning, and employee staffing issues.

Here are some of the more specific ways we can help you:

  • Executive compensation agreements
  • Retirement and severance issues
  • Retirement plans, restricted stock and stock option plans
  • Long term incentive and phantom equity plans
  • Stock purchase plans and other equity programs
  • Profits interests
  • Deferred compensation (including IRS Code Section 409A and 280G issues)
  • Supplemental retirement programs
  • 10b5-1 plans
  • Non-compete agreements
  • Tax, corporate and securities law aspects of employment arrangements

Representative Experience:

  • Sexual Harassment Prevention Training. Design and conducting of interactive Sexual Harrassment Prevention Training Seminars for over 100 employees of luxury car dealership.
  • Representation of Management Team. Representation of management team of business being sold to private equity group on compensation, tax and employment matters.
  • Incentive Compensation Plans. Assisted a software products and services company in developing and implementing two non-qualified deferred compensation plans; one that was equity-based for senior executives and the other that was cash-based for a broader range of employees. Our services included assisting the company in determining the key goals of the plans and highlighting tax and other regulatory issues in designing plans that achieved the company's goals.
  • 409A. Represented a public company in analyzing, advising on, and amending, employment agreements for all top executives in connection with changes mandated by Section 409A.
  • Employment Agreement for Chief Executive Officer. Advised an individual recruited as the chief executive officer of a public company in structuring and negotiating a broad-based employment agreement including a series of equity based incentive compensation arrangements that took into account U.S. and foreign tax and other regulatory issues.
  • Foreign Supplemental Retirement Plan. Represented a Belgian company in establishing and then, after the passage of Section 409A, dismantling, a supplemental retirement plan for top executives, and coordinating the process with counsel in Indiana, the BVI, and the Channel Islands where an overseas trust had been established.
  • Separation Agreement for President of Company Purchased by Private Equity Fund. Negotiated a transitional services and severance agreement for the president of a national consumer products company.
  • Employment Agreement for Chief Financial Officer. Representing the Chief Financial Officer of a New York investment banking firm in connection with his resignation and his securing employment as CEO of a family office fund.
  • Termination and Separation of a High Level Corporate Executive. Represented certain directors and officers of a multi-layered health services corporation regarding the termination and separation of the corporation’s chief executive officer and president as well as removal of the executive as a director of the corporation.
  • Family Offices. Representing two family offices on an ongoing basis in employment law and employee benefits and compensation decisions as a member of the compensation committee.
  • Employee Handbooks. Developed employee handbooks for numerous businesses, including a technology company in the security industry and a physicians services company that conformed to hospital and regulatory policies.
  • 401k and Cafeteria Plan. Advising a privately held company in connection with unraveling trust agreements with Lehman Trust Company and advising on ERISA issues in connection with plan governance and benefit reduction issues under a 401k plan and a cafeteria plan.
  • Employment Agreement for President. Advised an individual promoted to president of an international venture capital firm with over $1.1 Billion of assets under management, including negotiation of employment agreement and advice with respect to incentive compensation and non-compete.
  • Department of Labor. Representing a large Japanese multinational company in connection with an application to the US Department of Labor for a subsidiary's relief from penalties for absent Form 5500 filings for a 401k plan, under the Department's Delinquent Filer Amnesty Program, and heading up a subsequent successful filing with the IRS for related relief under their VCP program.
  • Employment Agreement for Chief Executive Officer. Advised company in negotiations with chief executive officer for a venture-backed specialty pharmaceutical company, including drafting of employment agreement, confidentiality and non-compete agreement, incentive stock option agreement and long term incentive plan.
  • Employee Stock Offerings. Advising a multinational French financial services firm on an ongoing basis concerning the tax and SEC aspects of stock offerings to US employees.
  • Separation and Consulting Agreement for Chief Executive Officer. Negotiated separation and consulting agreements for former chief executive officer on behalf of supply-chain management company.

back to top