Attorney Robert A. Adelson's Legal Cases

Employment and labor

CFO - Chief Financial Officer of Massachusetts High Technology Company

N/A

OUTCOME: A strong employment agreement and equity arrangement

(1) Ensuring responsibilities are outlined: As part of our negotiations, I helped confirm the CFO's responsibility as a key figure in pre-IPO planning, SEC compliance, and ensured the inclusion of the ... CFO's role in the selection of an outside accounting firm, an outside law firm, and the selection of underwriters, all of whom were to report to the CEO and the Board. (2) Negotiating issuance of stock: We negotiated for an issuance of restricted stock that was equal to a negotiated percentage of all outstanding shares for the company, with an 83(b) election and stock appreciation rights equal to 80% of the compensation deduction taken by the company with each election made. (3) Stockholder rights agreement: We negotiated a stockholder rights agreement with piggy back registration rights, information rights and cash-out (put) rights for all shares acquired.

Employment and labor

COO - Chief Operating Officer of Massachusetts Laboratory Services Company

N/A

OUTCOME: Success with claims for equity, profits distributions and gained severance from wrongful termination

(1) Succeeded with Equity Claim based on Implied Contract: We succeeded in gaining the cash value of a significant portion of the equity claimed, though the company at first denied the merits of any su ... ch claim. However, even though the promised of equity was oral, we were able to develop the claim based on facts and circumstances we uncovered including the client's reliance on that promise, which made a sufficiently compelling claim of implied contract to yield a financial result favorable to my client. (2) Succeeded with Claims for Profits Distributions: Also based in part on the claims of implied contract and reliance and past practices of the employer, we also successfully developed claims for past distributions of profits by employer which were due to our client based on our client's interests in the company. (3) Gained severance from Wrongful Termination Claim: We also asserted wrongful termination based on elements of an age discrimination present in other facts of the case. Though these claims were limited by employee's expected damages from loss of work, these claims also yielded financial benefit in the final settlement reached after a number of months of litigation.

Employment and labor

Senior Vice President of Massachusetts Financial Institution

N/A

OUTCOME: Extended retention period, gained prorated bonus, limited non-compete coverage and duration

(1) Extended retention period, achieved favorable severance multiple: We succeeded in negotiating a retention of the executive for several months to the mutual benefit of the parties, financially and p ... rofessionally, and were successful in further negotiations to achieve a severance multiple in line with industry standards significantly higher than what was originally offered by the financial institution employer. (2) Gain prorated bonus and long term incentive: Although not originally offered, we were able to include a bonus payment obligation to the same extent bonuses would be paid the executive team, prorated for the period of performance, and payment of a prorated amount to the executive under the company's long term incentive (LTI) plan. (3) Limited non-compete, gained key non-disparagement protections: We succeeded in limiting the non-compete in duration and coverage, with the coverage of both non-compete and non-solicitation to most recent fields of activity for an executive who had held multiple roles over time.We also achieved mutual non-disparagement, with inquiries focused on a particular officer, with a post exit meeting and talking points for future inquiries regarding the executive' past performance and the circumstances of separation.

Employment and labor

CEO of New York Advertising Agency

N/A

OUTCOME: Sign-on bonuses, overcome concerns over existing non-compete agreements, increased salary

Highlights of this C-level client representation include: (1) "Golden keys" unlock "golden handcuffs": Sign-on bonuses and replacement equity helped to make this particular executive whole for what ... the executive lost when leaving the executive's current position. (2) Navigating around a non-compete agreement: Expensive indemnification provisions helped to overcome the executive's concerns over his current non-compete agreement. (3) Increased salary and signing bonus: In a charged atmosphere, we were able to negotiate both a significantly higher salary and a sizeable signing bonus. This enabled my client executive to make the jump to a new firm.

Employment and labor

CEO of Massachusetts Product Manufacturer

N/A

OUTCOME: A favorable employment agreement, change of control and board arrangements

Robert Adelson, Esq., helped the CEO of a Massachusetts medical products manufacturer achieve a favorable employment agreement: (1) Acceleration, Clawbacks and parachute protection. We were able to ... negotiate special protections the CEO's equity package in the event he was not fully vested at the time of a change of control. These included both acceleration on change in control but also clawbacks to allow some acceleration even if a change of control occurred after his termination. We also achieved protections to the Executive in the event excessive payments on a change of control triggered parachute payments exposure. (2) Board protections and recruitment. We also succeeded in enhancing O&D insurance adding tail coverage for his role as director as well as officer and gained further rights to ehance his role in Board recruitment. (3) Change of control to single trigger. Our negotiations eliminated the prior double trigger for severance after a change of control so after a period the Executive could himself trigger severance. Stockholder rights agreement: We negotiated a stockholder rights agreement with piggy back registration rights, information rights and cash-out (put) rights for all shares acquired.

Employment and labor

Chief Scientific Officer, Massachusetts Biotechnology Company

N/A

OUTCOME: Enhanced employment agreement terms & equity arrangements

Highlights of this C-Level client representation, by Robert Adelson, Esq., include: (1) Expand Duties and Support to Enhance Career: Expansion of his authority stated in the contract and also the lev ... el of support he was to receive from the company in expansion of the areas of his responsibility. (2) Tax Election & Restructure Equity to enhance Upside Value: Where equity perceived to have great potential value, options were changed to restricted stock purchased at low current cost with 83(b) election made. (3) Negotiations enhance Relocation payments: Negotiations over relocation resulted in a lump sum payment with executive to receive a bonus of amounts not used for relocation.

Employment and labor

CMO - Chief Marketing Officer, National Retailer

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OUTCOME: Enhanced employment agreement terms & equity arrangements

Highlights of this C-Level client representation, by Robert Adelson, Esq., include: (1) Eliminated “Give-backs” unless termination for cause: Negotiated out a number of give-backs in the contract so t ... hat signing bonus, relocation, loan payments, restricted stock grant not repayable on termination, unless termination for cause. (2) Preserved Executive’s prerogatives in event of termination: Narrowed grounds of non-compete and non-solicitation provisions to assure executive's marketability (post-termination) in the fields of his contacts, knowledge, reputation and experience. (3) Protected Executive’s free use of his knowledge: Added exceptions to the confidentiality and non-disclosure agreement.

Robert A. Adelson's Legal Cases (7)

CFO - Chief Financial Officer of Massachusetts High Technology Company

COO - Chief Operating Officer of Massachusetts Laboratory Services Company

Senior Vice President of Massachusetts Financial Institution

CEO of New York Advertising Agency

CEO of Massachusetts Product Manufacturer

Chief Scientific Officer, Massachusetts Biotechnology Company

CMO - Chief Marketing Officer, National Retailer