Negotiating with a Public Company Your Change of Control Acceleration Terms
A week ago, on Tuesday April 30, 2024, CEOWorld magazine published an article I wrote titled, “Fighting the Double Trigger as Free Labor vs Slavery II: Negotiating with a Public Company Change of Control Acceleration Terms.”
The new article is designed for public company CEOs and C-level executives, or those senior executives who may be negotiating terms to become a public company C-level executive, where in either case an acquisition and equity acceleration on change of control is part of the considerations in those job offer negotiations.
On September 15, 2023, CEOWORLD published my article “Fighting the Double Trigger as free labor vs slavery: How to negotiate your own Change of Control acceleration terms.” Since that time, I have represented a number of CEO and C-level executive clients where this issue has been an important executive compensation consideration.
Special resistance has arisen with regard to public company executives. In the case of one public company CEO client of mine, we were told by the national law firm representing the public company, that the single trigger is just not done by public companies. The major law firm told my CEO and the company’s Board Compensation Committee that using the single trigger just doesn’t happen in public companies. We were told their rejection of the single trigger was rooted in universal practice of public companies and also for a host of practical reasons.
Yet, despite this initial flat-out rejection of the single trigger, we persevered. In the course of my representation, I rebutted each of the big law firm’s arguments made for the double trigger and was able to offer numerous examples of public companies that, in fact, had used the single trigger. In the end, my arguments and the precedents I offered, proved to be persuasive. My client CEO succeeded in convincing the Board Compensation Committee to go against corporate counsel and accept the terms I drafted in my client’s revised CEO Employment Agreement for a single trigger acceleration in the event of a change of control in that public company.
In my new CEOWORLD article published last week, I share my arguments and some of the precedents I offered to successfully achieve single trigger acceleration terms for my public company CEO client.
As with my September 15 article, I concluded with the words of Abraham Lincoln in his 7th and final debate with Stephen A. Douglas:
It is the eternal struggle between these two principles—right and wrong—throughout the world. They are the two principles that have stood face to face from the beginning of time; and will ever continue to struggle. The one is the common right of humanity and the other the divine right of kings. It is the same principle in whatever shape it develops itself. It is the same spirit that says, “You work and toil and earn bread, and I’ll eat it.” No matter in what shape it comes, whether from the mouth of a king who seeks to bestride the people of his own nation and live by the fruit of their labor, or from one race of men as an apology for enslaving another race, it is the same tyrannical principle. “
Abraham Lincoln, at Alton, Illinois, October 15, 1858
Certainly, I am not saying that you, as CEO, are an enslaved person. You are not. However, when I view the Double Trigger, and see you work, and struggle and earn a liquidity event and investors “eat it” – that is, the investors alone reap the benefits of your labor, then I suggest Lincoln would still label this practice as the “theft of labor.”
My hope here, is that this article might be of benefit to other public company CEOs and C-level executives in similar circumstances.
To see my full CEOWORLD magazine. article, go to LINK: https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/
Or on my website at https://www.executiveemploymentattorney.com/fighting-the-double-trigger-negotiating-with-a-public-company-change-of-control-acceleration-terms/
This was my 45th article published in CEOWORLD since 2016. Previously, the editor advised that I can use “Featured in the CEOWORLD magazine” and the CEOWORLD “Logo” on my website and add CEOWORLD magazine in my LinkedIn profile’s “Experience Section” as an “Opinion Columnist.” and authority in the field.
On its own initiative, CEOWORLD magazine created on their website a library of Robert Adelson published articles. You can peruse this library and/or read as many of my 44 published articles as you wish. See https://ceoworld.biz/author/robert-adelson/
With more than 12.4+ million-page views, CEOWORLD magazine is the world’s leading business magazine written strictly for CEOs, CFOs, CIOs, senior management executives, business leaders, and high net worth individuals worldwide. https://www.linkedin.com/company/ceomagazine/
Tweeting or X-ing My new CEOWorld article on “Fighting the Double Trigger as Free Labor vs Slavery II: Negotiating with a Public Company Change of Control Acceleration Terms.”
If you tweet or X and would like to tweet or X my article, here are my five (5) tweets to retweet one or more or to use in your own tweet or x –
4/30/24 article @ceoworld by @attorneyadelson for #CEOs #CLevel and #Seniorexecutives on Fighting the #DoubleTrigger as #freelabor vs #slavery: In #publiccompany gaining #singletrigger #acceleration on closing of a #ChangeofControl https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine
4/30/24 article @ceoworld by @attorneyadelson for #publiccompany #CEOs & #Seniorexecutives on Fighting #DoubleTrigger so #ChangeofControl #acceleration #triggered on #dealclosing so you can #pursue & start other #careeropportunities https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine
4/30/24 article @ceoworld by @attorneyadelson for each #publiccompany #CEO on Fighting the #DoubleTrigger as #freelabor v #slavery with #ChangeofControl #acceleration #triggered on #dealclosing so u can freely assess any #retention https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine
4/30/24 article @ceoworld by @attorneyadelson for #publiccompany #CLevelexecutives on Fighting #DoubleTrigger so your #ChangeofControl #acceleration #triggered on #dealclosing same time as #investorpayout &no more #serviceconditions https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine
4/30/24 article @ceoworld by @attorneyadelson for each #publiccompanyCEO on Fighting the #DoubleTrigger as #freelabor vs #slavery with #ChangeofControl #acceleration #triggered on #dealclosing & no #investorpremium from your lockup https://ceoworld.biz/2024/04/30/fighting-the-double-trigger-as-free-labor-vs-slavery-ii-negotiating-with-a-public-company-change-of-control-acceleration-terms/ via @CEOWORLD magazine
If you or any colleague of yours has a need in this area, please do reach out to me – rob@attorneyadelson.com or call 617-875-8665.
Business Law Blog by Robert Adelson, Esq. 