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  • Writer's pictureRobert Adelson

A Change of Control Agreement Saves the Day When Your Company Is In Play

Two and a half weeks ago, on Thursday December 16, 2021, the website Ivy Exec published under executive “Advancing” an article I wrote on “A Change of Control Agreement Saves the Day When Your Company Is in Play”.


This new article is designed not only for C-level and senior executives, but even for many directors and mid-level executives, whose companies are now “in play” — that there may be a sale of the company with new owners and to some extent a whole new successor employer.


signing a change of control agreement

My article first discusses this situation faced by the executives, then advocates self-assessment of your role and importance in the pre-deal and post deal environment, and finally the importance of establishing your role and rights in a retention / change of control agreement. Among the key elements of that agreement are the following:

  • Significant equity of the target company to the executive

  • Liquidity for the executive on the levels of liquidity offered owners

  • Properly structured equity, tax favored for capital gain taxation

  • Proper severance in the event of early termination after the acquisition

  • Ability to trigger severance if the executive’s position or responsibilities are reduced

  • Proper structuring to avoid potential excise tax for parachute payments under IRC §280G.


IvyExec hosts articles and webinars from experts in the career, leadership, and business spaces who wish to share their knowledge with our audience. In April 2021, I was invited to write for IvyExec since it seeks original content on the topics of career development, leadership, and business strategy as it applies to senior-level and C-Suite professionals. IvyExec blog posts and webinars are shared with its community of more than 2 million members on its website, in its newsletter, and on its social media channels. https://www.ivyexec.com/career-advice/write-for-us/


It is my hope that this article will be of benefit to VPs, directors and senior executives who have are trying to navigate a change in control in their companies. My article suggests terms and approaches to each of you and thus I hope will provide you a benefit in your negotiations.


Feel free to tweet or share this article. If you or any colleague of yours needs assistance in negotiating a change of control situation, please do reach out to me.

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