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 compensation 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.

Representation of Executives, Partners & Founders

We have carved out a unique niche representing highly placed individuals for the full range of executive compensation matters, including equity compensation and M&A.  Our approach is based on three decades of experience navigating the complex tax, securities, employment and corporate law issues (as well the subtle governance and political issues) that come into play when solving executive compensation problems. Partners Clayton Foster and Micheal Shah often work as a team to ensure that clients are protected from both the transactional and litigation perspectives.   Examples of matters we regularly handle include:

  • Negotiation and preparation of both public and private company executive employment and separation packages, including implementation of structures that provide creative solutions to Section 280G golden parachute issues, Section 409A deferred compensation issues, founders’ issues and related post-termination concerns, “change in control” agreements and consulting agreements.
  • Representation of company founders with respect to their employment/partnership agreements, and equity participation at all stages of the entity life cycle, including start-up, follow-on round, pre-IPO and M&A-related activity.
  • Representation of individual executives and executive teams in merger & acquisition transactions, including venture capital and private equity financings.   We are frequently called upon by our colleagues at other law firms to represent their clients’ executives in major corporate transactions.  For examples of our extensive M&A work, click here.
  • Representation of senior lawyers, including corporate chief legal officers, general counsel and law firm partners, for employment, compensation and partnership matters, including guidance with respect to the specific professional issues raised in this context.

Litigation & Dispute Resolution

We have more than 30 years experience in resolving disputes in the business/commercial context, including some twenty-five years of focus on disputes arising out of employment relationships, founder/shareholder conflicts, and equity compensation.     While our preference is always to resolve disputes favorably to our clients’ interests as quickly and cost-effectively as possible (often through mediation or unmediated negotiation), our willingness and ability to try a case is generally an effective tool in the effort to achieve a successful negotiation.

Partner Micheal Shah  is well known in California for his extensive trial experience (both jury and bench trials) in the state courts of all Bay Area counties and numerous other counties throughout the state,  and he has tried significant federal cases in United States District Courts in San Francisco, Oakland, Los Angeles and San Diego. In addition, the firm has conducted numerous arbitrations in various private dispute resolution venues, including the Judicial Arbitration and Mediation Service (JAMS), and the American Arbitration Association (AAA).  Examples the sort of disputes we handle on behalf of individuals include:

  • Statutory employment discrimination.
  • Sexual, racial and religious harassment in employment.
  • Employment compensation disputes, including disputes regarding severance benefits, equity compensation and commissions.
  • Retaliation and “whistle-blower” claims.
  • Claims of unfair competition, breach of loyalty/fiduciary duty, trade secret and confidential information misappropriation, and post-employment non-competition covenants.
  • Battles for control in corporate, LLC and partnership contexts.
  • Right to privacy claims.
  • Disputed rights arising from mergers and acquisitions, and “change of control” provisions.

Representation of Executives in M&A Transactions

We are proud of our special expertise in counseling senior executives, company founders and employee-stockholders on their rights in merger & acquisition (“M&A”) transactions and venture capital/private equity financings. This type of representation requires deep subject matter knowledge in the law of executive compensation (including tax, employment, corporate, securities and equity compensation rules) as well as decades of experience –on both sides of the table– in negotiating within the complex deal structures common to Silicon Valley.   Because of our sophisticated practice in this area, we are frequently called upon by other lawyers to represent key individuals, as well as executive management groups, during M&A activity.  The practice is led by partner Clayton Foster, whose thirty years of experience on both sides of the table makes her uniquely qualified to represent our executive and founder clients.

Examples of representation in publicly announced M&A/financing transactions include:

Representation of senior executive group for merger-related retention, employment and equity issues, including the following: $450M acquisition of Ticketfly by Pandora (NYSE:P); $5.4B acquisition of International Lease Financing Corp (ILFC) by AerCap (NYSE:AER); $100M acquisition of RiseSmart by Randstat Holding Company (AMS: RAND); acquisition of AtHoc by BlackBerry (NASDAQ:BBRY); $85M acquisition of Speck Products by Samsonite International SA;  $327M acquisition of Pliant Technology, Inc, by SanDisk Corporation (NASDAQ:SNDK); $500M acquisition of Actel Corporation (NASDAQ:ACTL) by Microsemi Corporation (NASDAQ:MSCC); $158M acquisition of Stratify, Inc. by Iron Mountain Incorporated (NYSE:IRM); $140M acquisition of Terayon Communications by Motorola, Inc. (NYSE: MOT); $135M acquisition of Reactivity by Cisco Systems, Inc. (NASDAQ:CSCO); $150M acquisition of Comergent by AT&T (NYSE:T); $335M acquisition of Northern Empire Bancshares by Sterling Financial Corp (NASDAQ:SLFI);  $430M acquisition of Intellisync Corporation (Nasdaq: SYNC) by Nokia (NYSE: NOK); $120M acquisition of a minority interest in 2Wire, Inc. by Alcatel Partners (NYSE:ALA);  $82M acquisition of NextWindow by Smart Technologies (Nasdaq:SMT).

Representation of individual senior executives with respect to “golden parachute”, retention and severance issues arising in connection with acquisition transactions, including: $26B acquisition ofLinkedIn Corporation (NYSE: LNKD)  by Microsoft Corp. (Nasdaq: MSFT);  $680M acquisition of Otto by Uber Technologies, Inc.;  $19B acquisition of WhatsApp by Facebook, Inc. (Nasdaq:FB); $1.65B acquisition of Mercury Payments, Inc. by Vantiv, Inc. (NYSE:VNTV);  $300M+ acquisition of Silver Tail Systems by EMC (NYSE:EMC); $175M+ acquisition of Bleacher Report by Turner Broadcasting System; $350M acquisition of Wildfire Interactive by Google (Nasdaq:GOOG); $700M acquisition of Force10 Networks by Dell Inc. (Nasdaq: DELL); $120M acquisition of PEAK Surgical by Medtronic Inc. (NYSE:MDT);  $47B acquisition of Genentech (NYSE:DNA) by Roche Holding Ltd (SWX: ROG.VX); $620M acquisition of VG Holding Company by Electronic Arts (Nasdaq: ERTS); merger of Amphire Solutions, Inc. into iTradeNetwork, Inc. (ITN); acquisition of TellMe Networks, Inc. by Microsoft (Nasdaq:MSFT); $375M acquisition of  Wily Technology by Computer Associates (NYSE: CA); $615M acquisition of Genencor International, Inc. (Nasdaq: GCOR) by Danisco A/S.

Representation of executive-shareholders for retention and equity issues in private equity transactions including:  representation of senior executives and founders in connection with: acquisition of Exablox Corporation by StorageCraft Technology; acquisition of Imprivata by Thoma Bravo ($17B under management); acquisition of MarketLive by Vista Equity Partners ($14B under management);  acquisition of Innography, Inc. by CPA Global; private equity investment by RWJ Education Company LLC  in Avenues World Holdings LLC;  private equity investment by VMG Partners in Speck Products; private equity investment by GTCR Golder Rauner LLC ($8B under management) in IQNavigator;  employment/governance packages structured in connection with formation of Olympus Microsystems America, Inc., a joint venture between Olympus Corporation (OTC:OCPNY) and Movaz Networks, Inc.;  $100M+ sale of equity stake in Leadclick Media, Inc. to First Advantage Corporation (Nasdaq: FADV) and The First American Corporation (NYSE: FAF).

Expert Witness Services

As an adjunct to L&B’s litigation and dispute resolution practice, partner Clayton Foster provides expert witness and consulting services with respect to executive compensation litigation (particularly as to equity compensation). For detail on Alisa’s experience and credentials, see her bio and CV.