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

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