San Francisco attorneys Clayton Foster and Micheal Shah bring a powerful combination of transactional and litigation skills to their work on behalf of clients with respect to the full range of employment and executive matters. Whether working separately or as a team, the partners provide the kind of substantive expertise and practical effectiveness that arises only from decades of sophisticated legal practice.

Clayton Foster is a nationally recognized equity/executive compensation expert who specializes in counseling individual executives on the full range of compensation-related matters, including:

  • Preparation and negotiation of executive employment agreements, severance/separation agreements, consulting agreements and individual equity arrangements, including representation of partners and company founders.
  • Representation of senior executives, company founders and employee stockholders on their rights in merger & acquisition (“M&A”) transactions and venture capital financings, including group and individual representation with respect to “golden parachute,” deferred compensation and equity structuring matters.
  • Representation of senior lawyers, including corporate chief legal officers and general counsel, as well as law firm partners, with respect to individual employment, compensation and severance matters.
  • Counseling on employee rights with respect to compensation matters, including stock option/restricted stock plans, non-equity performance plans, nonqualified deferred compensation arrangements and fringe benefits, executive compensation assessment and compensation committee review procedures.
  • Expert witness and consulting services for equity-related litigation.

Alisa is the author of two books on equity compensation: The Stock Options Book (2004 – 2017;  18th Ed.: 2017), a comprehensive overview (used as the core text for the Santa Clara University/Certified Equity Professional Institute (CEPI) credentialing program), and The Law Of Equity Compensation (2006)(Baker and Rosen), a treatise on equity compensation-related litigation from 2001-2005. She is a contributing author to Selected Issues in Equity Compensation (2000-2018). Her articles have appeared in publications ranging from The Wall Street Journal to the Journal of Taxation, and she has been a frequent contributor to on-line and print journals in her field. Alisa has been quoted in, and sourced by, such news outlets as the San Jose Mercury News, the San Francisco Chronicle, The Recorder, and Bloomberg News. Speaking engagements have included numerous appearances before industry groups including the National Association of Stock Plan Professionals, the National Center for Employee Ownership, the E-Trade Business Solutions Group and the Society for Human Resources Management. She is a founding member of the Board of Advisors of the Certified Equity Professional Institute, and currently serves on the MyStockOptions Board of Advisors, the myNQDC Board of Advisors and the NCEO Stock Option Advisory Board. She was a longtime member of the editorial board of the Journal of Employee Ownership Law and Finance.  After hours,  Alisa is a distinguished professional playwright (under the pen name AJ Baker) and the Executive Artistic Director of   in San Francisco.   She served on the Board of Directors of the San Francisco Child Abuse Prevention Center and PlayGround.

Alisa received her B.A. and M.A. in English with honors, and her M.S. in higher education with distinction from the University of Pennsylvania in Philadelphia. She earned her J.D. with honors from Georgetown University Law Center in Washington, D.C., where she was an associate editor of the Georgetown Law Journal. She has been a Teaching Fellow at Stanford Law School and an adjunct lecturer in Executive Compensation at Golden Gate University. In 2009, Alisa was elected a Fellow of the American College of Employee Benefits Counsel, a recognition by her peers of her outstanding accomplishments in the field.  Since 2013, Alisa has been named annually to the for her employment law practice, and recognized as one of the in Northern California.

Prior to establishing Levine & Baker LLP with partner Micheal Shah, Alisa was a partner with the Mountain View law firm GCA Law Partners LLP (formerly General Counsel Associates), and before that practiced with the employee benefits group at Wilson Sonsini Goodrich & Rosati and the tax group at Fenwick & West. During 2000-2001, she served as Executive Vice President/General Counsel of Corporation in San Francisco.


Micheal Shah



Micheal Shah has been litigating business cases for more than thirty years.  Since the mid-1980’s he has focused on disputes between employers and employees, though his litigation experience includes partnership disputes, battles for control of closely held corporations, and professional licensing proceedings.  Rick has also tried copyright, real estate, software development and general commercial contract matters.

During the past several years, Rick has concentrated on the representation of employees, often highly compensated executives, in disputes with current or former employers.  Prior to the establishment of Levine & Baker, Rick also represented the employer side.  Rick’s long experience on both sides of employment disputes gives him an unusual perspective and understanding of the issues. He brings this perspective not only to litigation, but to counseling clients in pre-dispute and contract negotiation contexts, as well as to his occasional role as a mediator of employment disputes.

Rick has handled numerous jury and bench trials in both state and federal courts, as well as many arbitrations in various arbitral forums including JAMS and the American Arbitration Association.  The greater part of his recent caseload comprises the following substantive areas:

  • Employment discrimination and harassment cases;
  • Wrongful termination cases;
  • Employment compensation cases including employment contract and severance contract disputes, commission disputes, and disputes involving equity compensation;
  • Unfair competition, restrictive covenant and trade secret claims, including disputes involving post-employment non-competition provisions and other restrictive covenants.

Rick received his B.A., with honors, from Southern Connecticut State College, and his J.D., with honors, from the University of Pennsylvania Law School, where he was an editor of the Law Review and a legal writing instructor.  He is admitted to practice in all California courts and in numerous federal courts outside of California, including the Supreme Court of the United States.

Prior to establishing Levine & Baker LLP with partner Clayton Foster, Rick was a partner at the Palo Alto firm of Fenwick & West, and the San Francisco firm of Levine & Skigen.   Rick is a veteran of the United States Air Force.