Advocating for Executives in U.S. Mergers and Acquisitions

James P. Greifzu | Wiggin and Dana LLP

James is a Partner in Wiggin and Dana’s Stamford office where he represents corporate and individual clients in connection with mergers, acquisitions, divestitures, commercial agreements, and other complex corporate transactions and related corporate governance matters. He advises clients across multiple industries, including manufacturing, retail, pharmaceutical, biotech, cannabis, and several services sectors.

James has experience representing acquirers, issuers, and financial advisors in private and public offerings of equity securities in connection with merger and acquisition transactions. James frequently advises management teams and C-Suite executives in rollover equity, corporate governance and other matters in connection with M&A transactions.

Before joining the firm, James was an associate at Skadden, Arps, Slate, Meagher & Flom LLP’s Financial Institutions Group in New York, where he counseled private equity groups, banks, specialty finance firms, insurance companies, and other private and publicly-held regulated financial institutions on mergers, acquisitions, recapitalizations, dispositions of assets and securities, and corporate governance.

James is a member of the oversight committee for the Wiggin Opportunity Initiative, through which the firm provides free legal services to businesses owned by women, minority individuals, and persons of other historically underrepresented groups, as well as a member of the firm’s Pro Bono Committee.

He received his J.D. cum laude from Temple University Beasley School of Law and his B.A. cum laude from Colgate University. James is admitted to practice in Connecticut and New York.

I. Understanding executive risks in M&A transactions | 1:00pm – 1:30pm

• Common legal and financial risks for executives in buy-side and sell-side deals
• The role of management teams in the typical sponsor-led transaction
• Conflicts of interest and the need for independent representation

II. Navigating the buy-side perspective: Private equity and family offices | 1:30pm – 2:00pm

• Structuring management equity and management rollover investments
• Non-equity incentives for aligning interests post-closing
• Ensuring continuity and retention of key personnel in the near term and long term

Break | 2:00pm – 2:10pm

III. Negotiating key executive protections in M&A deals | 2:10pm – 2:30pm

• Indemnification and D&O insurance considerations
• Strategies for negotiating liability carve-outs and other limits for management sellers
• Enforceability of non-competition and other restrictive covenants

IV. Employment agreements: Term and termination | 2:30pm – 2:50pm

• At-will employment and the alternatives
• Severance and other post-termination payments
• Good reason termination and why buyers typically avoid it

V. Practical considerations for legal counsel representing executives | 2:50pm – 3:10pm

• Best practices for advising executives and management teams
• Ethical considerations and avoiding conflicts of interest in joint representations
• Being facilitative and not obstructionist by picking your spots