Employment and Executive Representation
Overview
We counsel businesses and executives on employment issues, compensation arrangements and transactional issues, including incentive plans, retention programs and rollover equity, all matters of critical importance to our clients.
Compensation
HM is regularly asked to advise companies and their boards in structuring and implementing compensation arrangements for management and other personnel. These arrangements take various forms, including employment agreements, bonus and long-term incentive compensation programs, as well as equity participation in the form of grants, options, profits interests, restricted stock, RSUs, appreciation rights and phantom equity. We provide guidance not only on legal structures but also on the size and extent of group and individual entitlements.
The Transactional Context
Heston Morton’s mergers and acquisitions practice frequently presents the need to advise targets, their executives and acquirors on employment and compensation-related matters. We examine existing arrangements in buy-side and sell-side due diligence, for various issues such as transaction-triggered compensation, restrictive covenants and inventions assignments.
In addition, we are frequently asked (as an adjunct to our representation of targets, or as special counsel to senior management) to advise stakeholders regarding rollover equity and other go-forward equity and employment terms with acquirors, ranging from terms of the acquiror securities, vesting and interplay with employment agreements.
Restrictive Covenants
The playing field pertaining to non-competes and other restrictive covenants is rapidly shifting based upon pending FTC rules as well as state law developments, contributing to greater uncertainty regarding rights and obligations for employers and employees alike. We offer steady guidance in structuring new arrangements and evaluating existing terms, often through alternative approaches intended to complement, or achieve the same objectives, as “conventional” restrictive covenants.
Separation
Termination and separation from employment can go in many directions, sometimes but not always harmonious. We help clients navigate employee separation issues in order to minimize disruption, cost, and “collateral damage”.
