For the last 15 years of his 36 year legal career, Guy Mailly has represented CEOs and Founders with their Executive Retention Agreements. When a company is sold, the buyer usually wants the CEO/Founder to stay available for a year or two to ease the transition.
The CEO/Founder has increased the value of the company by greatly growing the profits. The value of the company is usually some multiple of the average of the last few years of profits. He and the other shareholders will receive fair value for their equity in the company. But will he receive the value of his unique component that heshe brings to the company? Will he be compensated for the trust he has earned and maintaining the critical relationships with key clients?
Not only has he motivated the employees over the years, the CEO/Founder has deep relationships with the key customers and vendors. The CEO/Founder wants not only the buyer to succeed, he wants the key customers to be cared for. He earned their trust by wanting the customers to excel by using the company’s products or services.
He has always guided the key relationships and used his best people to service the customer’s needs. His desire for the best for the customer continues after the sale. This is why he has earned the customer’s trust. This deep trust is even more important than the products the customer purchases and is of great value to his or her successor. This is why the Retention Agreement is so important. The CEO/Founder trusts Mailly Law to prepare and negotiate these critical agreements.
A savvy CEO/Founder knows that corporate counsel represents the board, but not him. The CEO/Founder deserves and wants independent representation. He does not want a lawyer with a conflict of interest, which would necessarily occur if the company’s lawyer tried to represent both the company and the CEO/Founder. Often in these transactions, though the retention of the CEO/Founder has been part of the deal from the beginning, the preparation of the Retention Agreement is done at the last minute and the CEO or Founder is given scant attention in protecting his interests or maximizing the value of the trust he has earned. He deserves better.
Free of the conflict of interest plaguing the corporation’s merger and acquisition lawyer, Mailly Law’s sole goal to assist the CEO/Founder to obtain the full value of the trust he earned through the years building key relationships.