Paranzino Law
Serving Clients Who Innovate
Sample of Matters Previously Handled for Technology, Life Sciences, FinTech and Other Executives
- Start-up refuses to honor executive’s stock option acceleration language upon acquisition
- Negotiate for and draft language of equity vesting acceleration upon a change in control
- Induce severance offer from employer without jeopardizing continued employment
- Determine post-transaction value, terms and rights of existing securities after merger in de-SPAC transaction
- Advise on the differing risks and rewards for executives in the employment and equity terms in private equity-backed companies from those in venture capital-backed entities
- Advise executive on employer's misstatement of offer letter vesting terms in subsequently-issued stock option grant
- Conceive and execute litigation strategy to recover denied payout of accelerated stock option vesting upon acquisition
- Guide executive's exercise of "good reason" rights against major software company
- Represent recruited executive terminated shortly after hiring due to change in employer business direction
- Negotiate "stay" package for executive from employer seeking to retain their services through completion of sensitive transaction
- Advise CEO candidate on employment offer made contingent upon closing of funding
- Analysis of synthetic profit-sharing vehicle in form of an LLC
- Review and advise shareholder on private sale of illiquid vested equity to a third party
- Comprehensive strategic counseling to optimize all aspects of voluntary exit from one company to join another in same industry sector in midst of funding and acquisition activities
- Guide subsidiary CEO through contested acquisition transaction of parent company
- Resolve bonus claw-back obligation through negotiation of consulting arrangement
- Advise former CEO on compensation arrangement for successfully liquidating company IP during liquidation
- Counsel senior executive facing internal investigation
- Compel top software company to admonish CEO of an acquired company not to disparage their former executive
- Defend consultant against client corporation's claim for reimbursement for use of third-party services after alleged termination of consulting relationship
- Advise executive on delayed issuance of stock option grant resulting in higher exercise price
- Analysis of amendments to change in control and severance plan
- Guidance and counsel during negotiation of retention package
- Evaluate partial tender offer for private company shares
- Analysis of synthetic LLC performance unit schema tied to value of future liquidity event
- Represent CEO regarding payment of deferred salary accrual in closely-held company
- Obtain special performance triggers for incoming executive to accelerate equity ownership schedule
- Evaluate consideration offered to executive for shares in merger and recapitalization transaction, under Delaware GCL 262 (minority shareholder appraisal rights)
- Resolve employment separation dispute by conversion of executive to consulting arrangement
- Representation of key executives in acquisition where existing equity interests would be substantially washed-out
- Defense of executive accused of expressing inappropriate anger toward co-workers
- Review change in control agreement offered to executive prior to possible acquisition
- Advise founder in dispute with other founders
- Representation during complex acquisition transaction
- Advice and counsel on terms of offer to finance executive's exercise of stock options
- Represent executive terminated shortly after hired under false pretenses (employer failure to disclose revolving door/impossible situation)
- Guidance through acquisition to document and establish triggering of "good reason" protections post-closing
- Coordinate with executive's new employer to address non-compete claims of former employer
- Represent executive in discussions for new employment terms post-private equity acquisition
- Advise on appropriate financial protections for relocation of recruited executive
- Counsel to senior executive on protections to seek before accepting role as "change agent" in entrenched corporate culture
- Consulting agreement for conversion to CEO employment contract upon achievement of funding
- Obtain extension of time to exercise vested options post-termination of employment
- Review proposed changes to change in control severance benefits
- Evaluate and negotiate demands of potential acquirer for executives to re-vest already vested equity
- Review and counsel to executive selling shares via Sharespost
- Negotiate and revise employment separation agreement and release
- Defense of executive in attempt by employer to repurchase LLC Units upon termination of employment
- Review and advise on change in control severance agreement (retention plan)
- Executive placed on performance improvement plan (PIP) in advance of scheduled IPO
- Representation of executive terminated after entry of definitive acquisition agreement but before transaction closing (for purpose of reducing payout owed by private equity (PE) owner)
- Resolve post-employment commission dispute arising from ambiguous commission plan
- Represent executive accepting position as a result of grossly exaggerated company condition and prospects
- Negotiate indemnification agreement for board member
- Advise executive on how to negotiate and obtain post-acquisition employment terms from potential acquirer before acquisition transaction is concluded
- Represent executive in company attempt to substitute inferior stock option (7-figures less valuable) several hours before closing its sale to acquirer
- Detailed analysis regarding substantive differences in proposed entity grant terms from international entity versus standard California start-up terms
- Analysis and negotiation of double-trigger RSU vesting in non-public company employment situation
- Defend executive accused of disparagement of former employer, its products, services and executives in violation of separation agreement terms
- Guide executive having concerns over undisclosed defects in products and services sold to governments
- Review and revise advisory board member agreement
- Obtain separation package for technologist being intentionally underutilized (to force resignation)
- Review Notice to Executive of Ratification of Defective Corporate Acts (Stock Option Issuances) under Delaware GCL 204
- Defend executive accused on pretext of "taking confidential information home" to conduct employer's business in evenings
- Analyze potential value of equity grants under various liquidity event outcomes
- Evaluate partial tender offer for private company shares
- Structure executive compensation for private-equity roll-up project
- Negotiation of contractor agreement for researcher with incubator licensing university medical technology
- Pursue severance for "change agent" recruited and quickly let go
- Defend allegations of breach of confidentiality of former employer's proprietary information
- Counsel executive navigating post-merger corporate environment
- Advise executive retaliated against for reporting illegal conduct of company leader
- Proposal and negotiation of effective anti-dilution protection mechanism for senior executive
- Guidance to executive under scrutiny for e-mail communications with colleague
- Analysis of rights under put/call agreement for restricted LLC units of employer
- Contest and reverse "for Cause" termination claimed by employer
- Advise and represent executive who witnessed alleged felonious conduct committed by fellow executive
- Negotiated one of first employment dispute settlements denominated in Bitcoin
- Remove employer barriers imposed to delay/prevent private stock sale by executive
- Directly negotiate for consultant a double-digit percentage equity stake
- Advice to director of public watchdog group regarding board dissension
- Represent key executives in negotiating post-acquisition employment agreements and equity packages
- Representation of executive accused of contacting former employer's customers post-termination
- Renegotiate settlement agreement previously entered by client before being represented by counsel
- Advise client on employment terms in connection with their secondment to Netherlands
- Represented board chairman in claim of compensation for bankruptcy post-petition services rendered
- Counsel regarding protections to obtain from new employer regarding existing non-compete with former employer
- Evaluation of expatriate employment package
- Review and advise physician on medical practice group agreement
- Evaluation of settlement agreement payable in employer's cryptocurrency tokens vesting over time
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- Counsel on risks involved in virtual share plan
- Address employer attempt to evade requirements of California WARN Act
- Advice to executive subject to enforceable non-compete outside California
- Extensive counseling and strategy for CEO of international company acquired by private equity (PE) firm
- Guidance on triggering "good reason" protections based on changing working conditions
- Review employer's substitution of revised stock option agreement
- Advise and represent CEO candidate for international subsidiary of U.S. company
- Post-resignation representation of executive seeking enhancement of severance (don't ever resign before calling an attorney!)
- Represent executive terminated after winding-down consulting practice to join client full time
- Advise on employment compensation and terms for after completion of spin-out transaction
- Advice on particular risks inherent in joining longstanding, closely-held private entities operating without meaningful independent oversight
- Represent executive terminated shortly after required cross-country relocation
- Represent professional in separation from professional firm where Covid-19 safety policies were in controversy
- Represent scapegoated public utility executive in separation negotiations
- Represent senior executive regarding delay in payment of triggered transaction bonus
- Guide executive in obtaining employment transition and consulting agreement and severance pay, avoiding resignation
- Evaluate strength and advisability of potential Whistleblower claim under federal law
- Contest imposition of Performance Improvement Plan (PIP)
- Guidance to and representation of executive officer terminated after dispute with CEO and board members over product efficacy
- Address failure of start-up to issue stock options in a timely manner, to detriment of executive
See Other Client Types:
Founders and Owners
Start-Up Companies
VCs, Lawyers, Contractors, Board Members, and Other Professionals
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© Gary A. Paranzino 2023