Attorney for C-Suite Executives in New York City

What Makes the C-Suite Different

Three things change once you become an officer.

You have personal exposure that a manager does not. Officers can be personally liable for unpaid payroll and sales taxes, for unpaid wages in certain entity structures, for wage claims where they exercised operational control, and for breaches of fiduciary duty. That exposure does not disappear when you resign, and in some cases it attaches to conduct you did not personally direct.

Your protection depends on documents you may never have read. Your right to have your legal fees advanced during an investigation or a lawsuit lives in the certificate of incorporation, the bylaws, an indemnification agreement, and the D&O policy. Executives routinely discover, at the moment they need it, that one of those documents contains a condition or an exclusion that leaves them paying their own defense.

Your compensation is not a paycheck. It is a structure: base, bonus plan, equity award agreements, an underlying equity incentive plan, sometimes a deferred compensation arrangement governed by federal tax and benefits law. Each layer has its own terms, its own forfeiture triggers, and its own dispute mechanism.

How We Help

• Indemnification, Advancement, and D&O Coverage

  Whether the company must pay your defense costs now, rather than reimburse you years later if you win, is usually the most consequential question in any executive dispute. See indemnification, advancement, and D&O coverage.

• Personal Liability of Officers

  Trust fund taxes, sales tax responsible person assessments, wage liability, and the fiduciary claims that follow a failed company. See personal liability of officers and directors.

• Internal and Board Investigations

  When outside counsel asks to interview you, they do not represent you, and the conversation is not confidential as to you. See representation in an internal investigation.

• Removal, Board Conflict, and Founder Disputes

  Being removed as an officer, removed from the board, or stripped of authority raises corporate and employment questions at the same time, and they interact. See removal and board disputes.

• Moving to a Competitor

  Before you accept the offer: what your current restrictive covenants actually reach, what happens to your unvested equity when you leave voluntarily, and how to join without importing a lawsuit. See joining a competitor.

• Collecting What You Are Owed

  Bonuses declared and unpaid, deferred compensation, carried interest, and equity the company says you forfeited. See unpaid executive compensation claims.

Negotiating Your Entry and Your Exit

Two moments carry most of the leverage in an executive career, and both are covered in depth elsewhere on this site.

At the front end, the offer stage is when the definitions of cause and good reason, the equity acceleration triggers, the severance multiple, and the indemnification commitment are actually negotiable. See employment contract review and our overview for executives.

At the exit, the same definitions determine whether you are owed a severance package or nothing, whether your equity vests or is forfeited, and what the release you are asked to sign actually costs you. Our detailed treatment is at the negotiated exit of an executive, which covers the cause and good reason analysis, Section 409A, Section 280G, clawbacks, and the release carve-outs you should insist on. See also severance agreement review. Companies on the other side of that conversation should see the company's side of an executive exit.

When the Company Sues You

Executive departures generate claims in both directions. Companies bring breach of fiduciary duty, trade secret, faithless servant, and restrictive covenant claims against departing officers, sometimes as leverage against the executive's own severance or equity claim. The faithless servant doctrine deserves particular attention, because in New York it can require forfeiture of compensation earned during the period of disloyalty, which makes it a disproportionately powerful counterclaim. See breach of fiduciary duty, trade secret claims, and non-compete defense.

Claims Executives Bring

Seniority does not remove statutory protection. Officers bring discrimination, retaliation, and whistleblower claims, and the fact that an executive was well paid is not a defense. What changes at this level is the evidence: the decision was made by a board or a small group, it is documented in minutes and in counsel's files, and the record around it is more formal and often more revealing than in an ordinary termination. See employment discrimination, whistleblower retaliation, and wrongful termination.

A Note on Timing

The single most common mistake we see at this level is waiting. Executives tend to manage the situation themselves, because managing situations is the job, and they engage counsel after they have already given a recorded interview, signed an acknowledgment, submitted a resignation that waives good reason, or let a short deadline expire in an equity plan. Almost every protection described on these pages is stronger before that happens than after.

Confidential Consultation for Senior Executives

We advise officers and senior executives discreetly, and often before there is any dispute at all: when the board's tone changes, when an investigation is announced, when an offer arrives from a competitor, or when the equity statement does not match what you were told. Bring us the employment agreement, the equity plan and award agreements, the bylaws or indemnification agreement, and whatever the company has sent you.

Call the Law Offices of Albert Goodwin at 212-233-1233 for a consultation.

You can contact us by phone at 212-233-1233 or by email at [email protected].