Analysis, negotiation, and securing of management packages and equity instruments (RSUs, PSUs, BSPCE, stock options, etc.).
Management packages, shares, and disposals: securing your equity
Management packages have become a central component of the compensation of executives and senior managers. Their implementation, exercise, and liquidation raise complex legal issues in which a single clause can make a difference of several hundred thousand euros.
The firm advises senior executives on the entire lifecycle of their equity, from the initial negotiation to the final disposal, including intermediate events (change of control, leaver events, IPO).
Analysis and negotiation of packages
Before signing, a full review of the proposed instruments identifies the strengths and weaknesses of the package: leaver clauses (good and bad leaver), vesting period, cliff, forced buyback, valuation, applicable tax treatment, and treatment in the event of a change of control or LBO.
The aim is to strike a realistic balance between alignment with shareholders and individual protection in the event of an involuntary exit.
What our support covers
- Review of the proposed terms for BSPCE (French founder and employee warrants), stock options, free shares (AGA), and ordinary shares
- Negotiation of leaver clauses and buyback terms
- Securing the treatment of your equity in a liquidity event (sale, IPO, secondary LBO)
- Support on share disposals and shareholders' agreements
- Coordination with the termination of the employment contract or corporate office
- Interface with corporate and tax advisors for a fully integrated approach
Key points of vigilance
Certain clauses deserve particular attention when negotiating or performing a management package. The good leaver and bad leaver definitions determine how your exit is treated. The valuation formulas applicable to a forced buyback can deprive you of a significant share of the value created. Drag-along and tag-along clauses restrict your freedom in the event of a sale. Finally, the interplay with taxation (capital gains versus salary treatment) fundamentally changes the economic equation.
Packages and exits: a combined negotiation
In most cases, the fate of a management package is decided when the executive leaves. Negotiating the severance payment and the treatment of shares separately is rarely optimal.
The firm favors a global approach in which the entire exit package is put on the table, including the settlement payment, release from the non-compete obligation, share buyback, treatment of unvested instruments, and transition support.
A single point of contact for complex transactions
Share disposals in an M&A transaction, exits on a secondary LBO, or the negotiation of a new package when taking on a role: each situation requires technical expertise and a solid understanding of market practice. The firm works directly with investment banks, funds, and corporate advisors to protect your interests at every stage.
