Executive & M&A Employment Counsel

Individual representation for executives, founders, and management teams. From negotiating employment agreements, compensation, and severance to navigating the employment side of private equity and M&A transactions. We sit on your side of the table.

When a private equity firm acquires your company, the purchase price is only part of the deal. What happens afterward, your employment terms, your restrictive covenants, your earnout, your role, your equity, and the protections you carry into the next chapter, is determined by provisions that read like boilerplate but function like a second negotiation. These are employment law questions masquerading as deal terms, and they deserve dedicated attention from someone whose only job is to protect your interests.

The company’s deal counsel represents the company. When the deal terms affect your personal employment, your compensation, and your post-closing obligations, you need your own attorney at the table. Someone who knows how private equity transactions work, has seen these provisions across multiple deals, and understands what is negotiable and what the buyer’s counsel will hold firm on.

What This Covers

• Restrictive covenants, including non-competes, non-solicits, and non-hires, whether in a transaction or an existing employment agreement
• Earnout and retention structures, including the relationship between employment terms and post-closing economics
• Post-closing employment terms, including compensation, role, reporting structure, termination protections, and severance
• Equity and incentive arrangements, including rollover equity, management equity, option grants, vesting, and departure provisions
• Indemnification and personal liability, including seller exposure, escrow and holdback structures, and insurance gaps
• Executive employment agreements, compensation negotiations, and severance

How the Engagement Works

Review

You bring us in when a deal is on the table, or when you know one is coming. We review the relevant transaction documents, identify the employment-related provisions that affect you personally, and flag the issues that need attention before positions harden.

Negotiation

We negotiate directly with the buyer’s counsel on the employment terms, restrictive covenants, equity provisions, and related deal points that affect your personal interests. You stay focused on the business side of the deal. We handle the employment side.

Closing

We make sure the final documents reflect what was negotiated, that the employment-related provisions are internally consistent across the transaction agreements, and that you understand exactly what you are signing before you sign it.

Pricing

These engagements are typically handled on a fixed fee basis, scoped to the complexity of the transaction and the range of provisions involved. If the scope cannot be clearly defined at the outset, we will say so and propose an alternative structure. You will know the billing approach before work begins.

After Closing

The post-closing environment brings new ownership, new compliance obligations, and employment questions that did not exist before the deal. Where ongoing counsel makes sense, the Fractional General Counsel engagement is built for exactly that stage.

If a deal is on the table or you need counsel on an employment matter, get in touch to discuss your situation.