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  • Writer's pictureRobert Adelson

Duty of “Good Faith and Fair Dealing” Ensures Your Executive Compensation is not Taken Away from You

Updated: Dec 29, 2021

On September 2, 2021, CEOWorld magazine published an article I wrote on “Duty of “Good Faith and Fair Dealing” Ensures Your Executive Compensation is not Taken Away from You”.

This new article is designed for CEOs, C-level and senior executives, who at some point face employment termination for no good reason when you are close to making a big score for what you have achieved for the company.

My article discusses an important duty or implied covenant in the law that provides that even if you are an employee “at will”, with no contractual rights, you might still have a valid enforceable claim against your employer to be made whole — to be paid what you are due. The article discusses landmark state Supreme Court cases from three different states around the USA where plaintiffs have been made whole because of the defendant’s breach of the duty of “Good Faith and Fair Dealing”. In doing so, courts consider where the plaintiff suffered harm because he or she was prevented from receiving the benefits of their agreement, including these bad faith actions by a defendant:

  • Preventing the other party from performing its obligations,

  • Engaging in schemes to deprive the other party of its right to benefits or withholding contractual benefits,

  • Seeking to obtain benefits prohibited by contract,

  • Having no intent to complete a contract or engaging in a contract that is unreasonable or deceitful.

My article concludes with discussion of two of my recent client representations of senior executives from two different states and different industries, where the executives did all that was expected of them from the time of their hiring, and, in doing so, made important contributions to their companies but were, in the end, prevented from realizing the benefits they had bargained for and earned, and thus how each had claims under this duty or doctrine of Good Faith and Fair Dealing.

This was my 35th 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 34 published articles as you wish. See

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.

It is my hope that this article will be of benefit to CEOs, C-level and senior executives who, at some point in your career, might be at the point of receiving a major benefit in executive compensation, equity vesting or payout, only to be deprived or threatened with loss of that benefit earned, by employment termination without cause or reason or other arbitrary act by the employer. The goal of this article is to let you know that if that happens to you or a colleague of yours, there may be a basis to seek redress for your loss or potential loss. Feel free to share this article. If you or any colleague of yours has a need in this area, please do reach out to me.

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