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Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Wed, 19 Nov 2025 16:07:00 GMT

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

When you are presented with a separation agreement, it can feel overwhelming, especially when you are navigating uncertainty about your next career step. These agreements are often packed with legal, financial, and practical implications that are not always obvious at first glance. Having an experienced employment attorney review the terms not only helps you understand what you are signing, but also ensures you are protecting your rights, your reputation, and your future opportunities.

A separation agreement cove rs far more than severance pay. Here are the five most important reasons to have an attorney review yours.

1. Evaluate Whether There Is Leverage for Negotiation

An experienced employment attorney can assess whether you have leverage to negotiate an improved severance package based on potential discrimination, retaliation, or other wrongful termination concerns.

2. Compensation & Equity

Severance compensation often includes a mix of salary continuation, bonuses, commissions, and, at senior levels, equity awards or vesting considerations. These terms can be complex. Counsel can break down the numbers, explain how they fit together, and identify opportunities for improvement.

3. Restrictive Covenants

Non-compete, non-solicitation, and confidentiality obligations remain enforceable in both New Jersey and New York. Understanding these restrictions before starting your next role is critical. Counsel can explain the risks, identify overly broad terms, and negotiate modifications when appropriate.

4. Reputation & Messaging

How your departure is communicated internally and externally matters. Counsel can help you advocate for positive messaging, protect your professional reputation, and avoid language that could hinder your future opportunities.

5. Other Benefits & Protections

Healthcare continuation (COBRA), unemployment, references, outplacement services, and payment timing are all negotiable components that should be evaluated carefully. These items can have significant financial and practical impact.

You only get one chance to negotiate your separation terms—and the right guidance can make all the difference. I help employees and executives understand every element of their agreement, identify opportunities for improvement, and move forward with clarity and confidence.

If you have been presented with a separation agreement, contact us before you sign.

Preparing for Equity Financing

Thu, 16 Nov 2023 00:00:00 GMT

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

In the dynamic world of business, growth and expansion are often synonymous with success. One of the most effective ways to fuel this growth is through equity financing, a strategy that involves selling company shares to investors in exchange for capital. This process, while beneficial, requires careful planning and preparation.

Here at Adelman Law, P.C. , we're committed to helping your business thrive and reach its full potential. We'll guide you through every phase of any business-related legal journey.

Contact our firm in New York, New York, today to schedule a free consultation with our experienced business law attorney. We serve businesses of all sizes throughout New York City.

Equity financing is a method of raising capital by selling company shares to investors. In return for their investment, shareholders receive a claim on future profits and assets. This type of financing is often used when a firm can't raise enough capital to support its operations or fund growth through its own profits.

Raising equity plays a pivotal role in business evolution. It offers an opportunity for businesses to secure funding for various purposes, whether it's expanding operations, deepening their workforce, developing new products or services, or penetrating new markets. Funds raised through equity financing can be instrumental in propelling a business forward and securing long-term success.

Understanding Equity Financing

Preparing for Equity Financing

The decision to pursue an equity raise involves determining the amount of capital required and the percentage of ownership offered in exchange. It's crucial to conduct a thorough financial analysis and valuation of the company, assessing its current value and growth potential. Understanding the company's financial position, market potential, and growth prospects is vital before approaching potential investors.

No matter what, preparation is key when it comes to raising capital. Below are some critical items to consider:

Proof of Concept or Traction : Investors typically seek evidence of a viable product or service and a proven track record. This could be customer testimonials, revenue growth, or market validation.
Financial Forecast: Detailed financial projections for the next 3-5 years, including revenue, expenses, and cash flow, are essential. They demonstrate your understanding of the financial aspects of your business and your ability to generate returns for investors.
Clean and Accurate Books : Organized, accurate, and up-to-date financial records instill confidence in potential investors and streamline the due diligence process.
Strong Pitch Deck : A compelling pitch deck that highlights your business's unique value proposition, market opportunity, competitive advantage, and growth strategy is key to making a strong impression on potential investors.
Information About Current Key Customers : Information about your existing customer base, including key clients, revenue generated, and customer retention rates, demonstrates the strength of your customer relationships and potential for future growth.
Information on Pending Lawsuits : Transparency about any pending or potential legal disputes that could impact the business is crucial in building trust with investors. It also allows for proactive resolution of any issues that could arise.

How an Attorney Can Help

Business law attorneys can assist you with structuring the equity raise, helping to determine the most effective method for your specific business needs. They can also review contracts and agreements with potential investors to ensure your best interests are protected. Additionally, an attorney can help navigate any legal challenges that may arise during the equity raise process, giving you peace of mind and allowing you to focus on your business's growth.

Engaging the services of an experienced attorney like Marc Adelman can greatly benefit businesses preparing for equity raises. As a business attorney with extensive knowledge in corporate law, Mark can provide valuable insights into the legal aspects of equity raises, ensuring that your business is well-prepared and compliant with all relevant regulations.

Strategies and Solutions Tailored to Your Business

Preparing for an equity raise is a process that requires careful planning and strategic thinking. By seeking guidance from experienced professionals like us at Adelman Law, P.C., you can navigate this journey with confidence and set your business up for success.

Our business lawyer isn’t your typical attorney; he’s an innovative partner who’s committed to helping your business succeed. To begin benefiting from our personalized and creative approach to business law, we invite you to book an appointment at Adelman Law, P.C. today.

Granting Equity in Early-Stage Companies

Tue, 07 Nov 2023 00:00:00 GMT

Types of equity in a private business hinge largely on how the entity is organized. If it is a corporation, then shares can be issued. If it is a limited liability company (LLC), membership units can be awarded.

If it is a corporation, then common stock and preferred stock are the two routes to equity. Common stock is generally reserved for co-founders, early executives, and employees. The company’s Articles of Incorporation will define how many shares the entity is creating. The company will then decide how many shares go to the co-founders and how many remain for others to be recruited as major players. Preferred stock, on the other hand, is reserved for investors.

Restricted stock units (RSUs) are also used frequently. However, these equity positions are subject to vesting. In other words, a normal vesting option might be over a four-year window, with 25 percent vesting each year starting with the completion of the first 12 months of employment. After four years, the holders of RSUs can cash out their full shares. Vesting is also referred to as having a cliff to climb: No one can be vested until reaching the cliff of 12 months of continuous employment.

A vesting period can also be established for the purchase of stock options at a pre-set price. After the person fulfills his or her employment vesting requirement, he or she can purchase the shares.

Part and parcel of the American Dream is to be your own boss by owning or operating your own business. These days, a start-up enterprise will usually involve more than one individual. That brings to the forefront the question of how you divide the responsibilities and, along with that, the equity level of each founder.

Deciding the equity levels of the co-founders is step one, but then you need to recruit and retain top-level talent to bring success to your new enterprise. These individuals too will need to be rewarded with equity in the business, as they will no doubt be leaving for positions that pay more, and they will be required to work hard and long to bring the company’s goals into fruition.

Deciding on equity issues can be challenging and tricky. Done right, and the personnel involved will function harmoniously and strive together for success. Done unevenly, or wrongly, and equity distribution can create divisions among employees and even among the co-founders that can retard the enterprise’s forward movement.

If you are involved in a start-up and you need assistance in resolving the many issues of launching a new business, including determining equity shares, contact us at Adelman Law, P.C. We stand ready to help you navigate the steps involved in determining equity levels for co-founders and employees.

Types of Equity Grants

We at Adelman Law, P.C. have been involved in helping individuals create successful start-ups for more than two decades. We can discuss every aspect of your start-up with you, especially the crucial considerations that accompany equity distribution. Reach out to us immediately when you begin formulating your plan for a start-up.

Other Considerations

Understanding Equity in Early-Stage Startups

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

The co-founders of a start-up are usually owners, as well. Ownership provides control over the entire operation. Equity, on the other hand, refers to the value of an individual's stake in a company, which is typically represented by shares of stock in the company. An individual with equity in a company may or may not be an owner, depending on the company's structure and the number of shares they hold.

This brings into focus the first awards of equity in a company, which would be to the people founding the enterprise. For two co-founders, a simple equity distribution might be 50/50, but that might also be out of proportion to what each co-founder brings to the table. One co-founder may be more experienced in the tasks involved in bringing the enterprise to success or maybe bringing more capital to infuse into the start-up. Other splits may be more forward-looking.

After that, to recruit top-level executives and employees, you will generally have to provide them with an equity stake. These stakes could range from 0.1 percent to 3 percent or more depending on what they bring to the table. Companies typically reserve approximately 20 percent of the business’s equity for top employees.

Understand How Your Attorney Can Help You

In launching a start-up, you must set realistic expectations and anticipate anything and everything that may arise in the course of operations. A big part of this is deciding on equity and how it is to be distributed and vested. You also must be transparent about your equity philosophy.

You don’t want tensions and animosity to build among your staff over equity positions. “Why did she get 1 percent when I got only 0.5 percent?” Those kinds of questions can lead to staff unrest, and unrest can result in performance issues.

Key Aspects of Services Contracts

Tue, 03 Oct 2023 00:00:00 GMT

Running a business is a tough job and one that requires you to stay up to speed with every aspect of your operations. However, any good owner knows this is impossible to do on their own, which is why they surround themselves with partners, employees, vendors, and advisors who can get them where they need to go.

The foundation of many of these relationships are contracts which help hold both parties responsible, and among these, well-drafted services contracts may be one of the most important. Like everything else you do for your company, it’s also up to you to get the help you need for drafting these.

If you’re looking for professional legal advice for contracts, reach out to us at Adelman Law, P.C.

An effective service contract should meet the needs of both parties and be detailed enough to protect against potential disputes while also clearly defining each party’s role. Customized business contracts should be written and reviewed by a professional at all times.

Elements of a Services Contract

Business services contracts govern the agreements made between a client or self-employed worker and you, the service provider. These contracts should include language that outlines the scope of work to be completed, the terms of the agreement, and the conditions under which the work will be done.

As with any business contract, it’s essential these are reviewed by a qualified business attorney who can ensure your interests are represented and the contract is legally binding. Other elements of a service contract include:

Compensation including the payment schedule and any fees
How the contract can be terminated or renewed
Steps to take should a dispute arise or one party breaches their side of the contract
When the work will commence and when it should be completed by
A detailed description of the work to be done
The names and roles of other parties involved in the contract
Confidentiality clauses, as applicable

No two businesses are the same, and because of this, your service contracts should be uniquely tailored to your needs and goals. The best way to do this is by hiring an attorney you can trust and forming a long-term legal partnership for contracts. Ideally, you’ll want someone whom you can go to throughout the duration of the contract as well as someone who thoroughly understands your business needs and can help you with contracts in the future.

Types of Equity Grants

Drafting Effective Services Contracts

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Tailoring Services Contracts to Your Business Needs

Enforcing Services Contracts

In a perfect world, all contracted work would be completed just the way we want and in accordance with the terms of the contract. Unfortunately, this is not always be the case, so you will have to prepare to enforce your contact when needed. One of the benefits of legal expertise is that you have a partner who can help you navigate these concerns, which can expedite resolution:

Breach of contract remedies : Hopefully, the contract contains language that outlines dispute resolution. This could be through mediation, arbitration, or litigation, and choosing the right path is not always the easiest decision.
Evidence collection and documentation : Documentation is key for any dispute resolution. Unless you can point to clear evidence and language in the contract, you may not have a strong case and your contract may be unenforceable.
Seeking remedies and damages : If you are not able to resolve the dispute with the help of your attorney, you may need to pursue legal action. Although this is not ideal, working with legal counsel from the beginning can help you prepare for contract disputes and better position yourself for litigation.

Common Mistakes to Avoid in Services Contracts

1. Avoiding contract ambiguity : If you fail to define expectations and then one party breaches the contract, you may not have legal standing to address the damages and will be less likely to ultimately be compensated.

2. Neglecting to address intellectual property in contracts : Intellectual property issues are most important if you contract with a creative worker such as a graphic designer, photographer, or artist. Language must be included that states who will own the final work.

3. Overlooking termination and renewal clauses : Termination clauses in contracts set up clear expectations for both parties that include penalties should either find it necessary to terminate the work.

4. Ignoring jurisdiction and governing law considerations : Depending on the nature of your contract, there may be different laws that dictate what should and can be included. Legal compliance in contracts is the single most important factor since the strength of your business is only as strong as the contracts that hold it together.

5. Relying on template contracts : Boilerplate service contract forms can be found online, and while these may work as a starting place, they should never be the only resource you draw from. If you do use one of these and amend it, make sure the final contract is reviewed by your lawyer before signing anything.

Knowledgeable Legal Counsel

If you run a business or own a company and would like to meet with an experienced business law attorney to discuss your concerns and questions about service contracts, contact us at Adelman Law, P.C. today.

The Importance of Thorough Operating Agreements for LLCs

Fri, 01 Sep 2023 00:00:00 GMT

Here are some of the possible effects and risks of an inadequate LLC operating agreement:

It will be difficult to understand and may cause possible disputes.
It may lead to loss of limited liability protection.
You may eventually need to default to state laws
It may result in expensive and drawn-out legal battles.
It may lead to the potential dissolution of the LLC.

If you have an existing LLC operating agreement, a seasoned attorney can help review the document and ensure that it is adequate, thorough, and legally binding. Here are some of the possible effects and risks of an inadequate LLC operating agreement:

When establishing a limited liability company, having an operating agreement is important to outline the financial and functional decisions of the business. An operating agreement will contain provisions, rules, and regulations that govern the internal operations of the business. It is vital to note that establishing a thorough and binding operating agreement is imperative to start off your LLC on a solid legal footing and protect the members against personal liability. In addition, operating agreements may be required by state law.

At Adelman Law, P.C. , we are dedicated to offering knowledgeable and trusted guidance to clients in business formation-related matters. Our business law attorneys can enlighten you about the importance of operating agreements for LLCs and help draft all the vital documents and contracts you will need when starting your business and embarking on a new structure for your business.

Why Operating Agreements are Essential for LLCs

What Is an Operating Agreement?

Impact of an Inadequate Operating Agreement

Here are some reasons why having an operating agreement is important for an LLC:

It may be a legal requirement for starting an LLC. Without the operating agreement, your business may not be recognized as an LLC in your state.
It helps your business avoid default statutes and rules that are imposed by the state.
It helps protect LLC members from personal liability.
It is designed to protects the status of an LLC as a separate legal entity.
It outlines the rights, obligations, and responsibilities of all LLC members.
It helps clarify how disputes and conflicts among members will be resolved.
It facilitates smooth decision-making and business operations.
It helps the members plan for future changes and contingencies.
It helps ensures that personal and business identities are clearly distinguished for liability purposes.
It could outline the provisions and procedures regarding business succession.
It should specify how the LLC will admit or treat potential investors.

However, it is crucial to ensure that you have a solid LLC operating agreement in place to guide business operations, limit liability, and address potential issues. Here are some reasons why having an operating agreement is important for an LLC:

Some crucial components of an operating agreement include:

Membership Details and Ownership Structure: The operating agreement needs to outline the details of all LLC members and the ownership interest of each party.

Rights and Responsibilities of Members: The operating agreement should clarify the rights, duties, and responsibilities of all members.

Equity Structure: The operating agreement should outline the capital accounts and contributions of each member.

Decision-Making Processes and Voting Rights: Generally, LLC members may make decisions and vote based on their percentage interest in the business. Information about how to vote or make business decisions should be provided in the operating agreement.

Management and Governance Structure: The operating agreement should clarify whether the LLC should be governed by members or managers. If the LLC is managed by managers, the operating agreement should clarify how managers are appointed, their duties and responsibilities, as well as the removal conditions and process.

Profit and Loss Distribution: The operating agreement should state how the profits and losses will be distributed among all LLC members.

Dissolution and Exit Strategies: The operating agreement needs to indicate the process for dissolving the business or the procedures for members to opt out of the business, including rights of transfer in various situations.

Others: Some other key elements to include in the LLC operating agreement include: Some crucial components of an operating agreement include:

Limitation of liability
Record-keeping and rights of LLC members to inspect cooperate or accounting records.
Anti-dilution protection
Transfer conditions or restrictions
Confidentiality and non-compete clauses
Fiduciary duties
Tax issues
Dispute resolution.

If you need assistance drafting the operating agreement of your new LLC, you should speak with an experienced business formation attorney right away. Your legal counsel can help create the operating agreement and ensure that it contains all key elements that mean your specific business requirements.

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Experience You Can Depend On

Having the necessary legal documents, agreements, and business contracts when starting your LLC is crucial to protect your interests. Attorneys at Adelman Law, P.C. have the skills and resources to guide clients through the complex procedures involved in business formation.

As your legal counsel, we can help create the operating agreement and other vital contracts for your business. Also, our attorneys will help ensure that your agreements cover all necessary provisions, are properly signed, meet procedural requirements, and are binding.

Contact us at Adelman Law, P.C ., today to speak with a seasoned business formation attorney. We can offer you the experienced legal guidance and diligent advocacy you need to navigate key decisions when drafting your business agreements.

An operating agreement is a written document that establishes all of the provisions, rules, structures, and regulations concerning the internal operations of an LLC business. It is a crucial document for all limited liability companies (LLCs). The operating agreement helps clarify who has ownership of the company and how the business is structured and managed.

Key Components of an Operating Agreement

The Importance of Shareholder Agreements for Corporations

Tue, 25 Jul 2023 00:00:00 GMT

Some of the issues to be addressed in a shareholders’ agreement include, as indicated above, whether to take on additional shareholders and how to do so. As part of that, qualifications for who can be a shareholder should be detailed.

Also, consider this: what if one shareholder wants out, loses the capacity to own shares through incapacitation, passes away, or is ousted by other shareholders? These issues need to be thoroughly explained as to the process involved.

Other issues to be covered include:

Optional versus mandatory rules for buying-back of shares by the company in the event that a shareholder gives theirs up
A right of first refusal clause, detailing how the company has the right to purchase a shareholder's securities prior to their selling to an outside party
A method to establish a fair price for shares, either re-calculated annually or via a formula

If you’re forming a corporation, you want to make sure your articles of incorporation, bylaws, and shareholders' agreement all sync with one another and address your individual goals, needs, and anticipated structure. While you can find downloadable shareholders’ agreements where you just fill in the blanks, these will undoubtedly fall short of providing you the precision and focus your enterprise will require.

Contact our business attorneys at Adelman Law, P.C. for all your business needs, including the creation of a shareholders’ agreement to anticipate future issues and address their resolution in advance.

When multiple people get together to form a business, they have a choice of how to legally structure their enterprise. They can choose a partnership, a limited liability company (LLC), or a corporation.

Partnerships tend to expose parties to financial and legal liability, while LLCs provide more protections for the individual founders, who are thereafter called members. A corporation, like an LLC, is a more-established separate legal entity and shields those who create it from individual liability. These individuals are known as shareholders.

The original shareholders may decide ultimately to take on more shareholders, or even to take the corporation public and allow open-market bidding on the shares. A corporation, by law, must file articles of incorporation to become legitimate. It must also create bylaws by which the board of directors and officers of the corporation must abide. Additionally, an optional but wholly important piece of the corporation’s inauguration—especially if the original investor group is to remain limited—is a shareholders’ agreement, also known as a stockholders’ agreement.

You may think that joining an entity with family, close friends, and associates will ensure a smooth launch and continued operation of the enterprise, but disputes and issues can always surface unexpectedly. A shareholders’ agreement can anticipate disruptions and challenges and put in place policies and procedures to deal with them.

If you are in the process of forming a corporation or thinking about opening a business with other partners, contact us at Adelman Law, P.C. , to help create your founding documents, including a shareholders’ agreement, for the continued future and strength of your enterprise. We are experienced in tailoring business agreements to the individual needs, backgrounds, and goals of our clients.

What Is a Shareholders’ Agreement?

What To Include in a Shareholders’ Agreement

Sections Generally Included in a Shareholders’ Agreement

Sections can vary and be titled differently, but these are common elements of a shareholders’ agreement:

PREAMBLE: This identifies the parties agreeing to the document, naming the company and shareholders.
LIST OF RECITALS: The stated rationale and goals for the agreement.
BUYING AND SELLING PROVISIONS: This section addresses the issues listed above on how to buy back shares of a departing shareholder. It also details the rights and obligations of shareholders when it comes to buying or selling shares.
FINANCING: This section specifies how shareholders will contribute capital to the company and what happens if a shareholder can no longer meet his or her obligation.
TRANSFER OF SHARES: This sets up a protocol for a shareholder who wishes to transfer shares to another shareholder or offer first rights to sell their shares to other shareholders.
DISPUTE RESOLUTION: An important section because you never know when a dispute may erupt, this sets forth the process for resolving disputes among shareholders.
CONFIDENTIALITY: This restricts the details of the agreement to those who are part of the agreement.
SHAREHOLDER MEETINGS: This section can lay out a meeting schedule for shareholders. It can also address voting procedures and other procedures pertinent to shareholders.
PROTECTIONS FOR THE COMPANY: The agreement should not only protect shareholders but also the company itself. Limitations can be placed on shareholders’ interaction with customers or being involved with competitors.

Take Your Business in Your Hands

In its most basic sense, a shareholders’ agreement outlines the rights and responsibilities of each shareholder. One issue to be faced straight on, when the corporation is being formed, is whether you want to keep the corporation tightly held by a small circle of investors, or whether you want to eventually offer shares to others. The agreement should also address how the business should be operated. In addition, the original document should name the founding shareholders.

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Blog Posts

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel ﻿

Preparing for Equity Financing

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel ﻿

Understanding Equity Financing

Preparing for Equity Financing

How an Attorney Can Help

Strategies and Solutions Tailored to Your Business

Granting Equity in Early-Stage Companies

Types of Equity Grants

Other Considerations

Understanding Equity in Early-Stage Startups

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel ﻿

Understand How Your Attorney Can Help You

Key Aspects of Services Contracts

Elements of a Services Contract

Types of Equity Grants

Drafting Effective Services Contracts

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel ﻿

Tailoring Services Contracts to Your Business Needs

Enforcing Services Contracts

Common Mistakes to Avoid in Services Contracts

Knowledgeable Legal Counsel

The Importance of Thorough Operating Agreements for LLCs

Why Operating Agreements are Essential for LLCs

What Is an Operating Agreement?

Impact of an Inadequate Operating Agreement

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel ﻿

Experience You Can Depend On

Key Components of an Operating Agreement

The Importance of Shareholder Agreements for Corporations

What Is a Shareholders’ Agreement?

What To Include in a Shareholders’ Agreement

Sections Generally Included in a Shareholders’ Agreement

Take Your Business in Your Hands

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel ﻿

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel

Top 5 Reasons a Separated Employee Benefits From Having Their Separation Agreement Reviewed by Counsel