Where the disputes come from
Many executive compensation disputes turn on definitions in employment agreements and equity plans, such as what counts as cause, what gives the executive good reason to resign, and how a change in control is defined. Bonus disputes often depend on whether payment was discretionary or earned under a formula, and New York courts have often treated incentive pay tied to company performance differently from wages, which affects the remedies available. Equity awards bring their own questions about vesting, forfeiture, and how much discretion the plan gives the company. Clawback policies, which listed companies must now maintain for certain incentive pay after an accounting restatement, are another growing source of conflict.
Documents and deadlines
The employment agreement, offer letter, equity award agreements and the plans they reference, bonus plan documents, and any deferred compensation arrangements are the core of the case. Board and committee minutes may show how decisions were actually made. Keep your own messages, but ask before taking company documents with you. Many executive agreements require arbitration and set notice-and-cure procedures for a good reason resignation, often with short windows for giving notice. Severance usually depends on signing a release, so the release terms should be reviewed before the deadline to sign passes. Tax rules for deferred compensation can turn a poorly structured settlement into a tax problem, so structure matters.
Representing executives or companies
We work with executives facing termination or a pay dispute, and with companies dealing with departing leaders or shareholder concerns about pay. For an executive, the first conversation focuses on the agreements, the circumstances of the departure, and which deadlines are running. For a company, it covers the board's process, the documents, and the risk of claims from the executive or from shareholders. Executive compensation litigation often overlaps with restrictive covenants, so we review non-compete and non-solicitation obligations at the same time.
