Sale of Business

Critical Issues to Consider:

• Pre-closing Protections, and Negotiating Strategies -- see M&A Checklist
• Golden Parachute Risks and Planning
• Rights to resign for Good Reason
• Retention and Exit Incentives
• Restrictive Covenants, such as noncompetes - and relief from them
• Post-closing Terms of Employment
• Tax Planning Alternatives - e.g. opportunities for capital gain - see taxes generally.

NEWS:

2018.11.12  M&A-related Executive Compensation Issues.  For the ABA's joint committee on employee benefits (JCEB), my Nov. 9th presentation was titled "Hot M&A Topics in Executive Compensation:From Avoiding Disasters to Making Deals Work."  For a copy of the PowerPoint or for questions relating to the impact of a merger or sale, feel welcome to send me  an email. 

2016. NY Noncompete Not Enforced in Involuntary Termination, despite Offer from Successor Employer.  In Buchanan Capital Markets, LLC v. DeLucca, 144 A.D.3d 508 (2016), NY's First Department affirmed the denial of a preliminary injunction seeking to enforce non-compete and non-solicitation agreements against four employees whose employment was terminated without cause prior to a corporate merger.  Although the employees were given the opportunity to apply to the successor entity, the absence of a guarantee of future employment caused the appellate court to find insufficient continued willingness to employ the employees, thereby resulting in a finding that they suffered an involuntary termination, which under NY law merited the denial of injunctive relief to enforce noncompete covenants.