Executives / Employees

I have represented many executive employees in sensitive negotiations and disputes with prospective, current and former employers. I have also represented employers vis a vis their key employees as well.

Compensation and Stock Options

Naturally, the most important part of employment is the compensation you receive or pay for the services rendered. Executives need legal services in compensation matters because salary is just one component of the total package that includes fringe benefits, expense accounts, stock options, retirement benefits and change of control provisions (golden parachutes).

I have worked with dozens of executives and companies in determining the right balance of compensation elements for a given situation. Your bargaining power is the key determinant here - how much does the employer want/need the executive? What is the best type of risk/reward balance for compensation in a particular venture?

Non-competition Agreements

Another critical factor in employment opportunities can be non-compete agreements. The enforceability of these agreements varies widely by state and by the nature of the employment. There is no succinct, general rule here other than to say that non-competition agreements can be devastating - either because they are or are not enforceable between the parties. When asked to sign a non-competition agreement, you should immediately consult an attorney before signing it. Your right to earn a livelihood in your industry is at stake in these agreements. If you have already signed a non-compete, you should still consult an attorney to understand its consequences. There is far more to these agreements than what is written on the paper.

Example: Client F is a specialized veterinarian who was employed by another veterinarian. When he left that job, his prior employer attempted to prevent him from practicing anywhere in New York City through an overly broad non-compete agreement. I represented him in vitiating the non-compete agreement entirely.

Buy / Sell Agreements

I have represented both buyers and sellers of various businesses that range from $50M ventures to traditional retail businesses. The key aspects of this type of transaction include the following: determining the appropriate price; the role of existing management going forward; verifying what is being bought and sold; the need for non-competition agreements; and, the tax aspects of the transaction. For smaller businesses, there is also the important aspect of recognizing the lifestyle change that drives and influences the transaction.

Having counsel in a transaction like this is essential to ensuring that your expectations are met or properly adjusted to the realities of the situation.

Entrepreneurial Ventures

I have a very strong background in entrepreneurial ventures. Entrepreneurial Management was my major at Wharton. In addition, my own practice is certainly an entrepreneurial venture, and I own two businesses apart from my law practice. Consequently, my close familiarity with the subject allows me to add considerable value to your venture.

In representing the entrepreneur, my approach is to take care of the downside so that my client can devote his/her time and resources to where he/she belongs - maximizing the upside of the venture. I am also very aware of the limited financial resources available to most new ventures.

Each venture has its own particular needs for legal representation. I have represented companies in the following areas: digital products/services, fashion, dentistry, antiques, real estate, commodities, restaurants, retail stores, investment companies and others.

Regardless of your business, however, the most important areas from the legal representation perspective are uniform: control of business decisions, division of profits and losses, capital contributions and withdraws, and of course, taxes.

Example: Client I began a new website venture. I represented him in negotiating angel financing with New York investors and an employment agreement. When the venture was sued by one of LA’s toughest firms, I advised the venture on the best available defenses.

If you are starting a new business, get started on the right foot and consult an attorney.