Companies, boards of directors, investors, management teams, and individual CXOs face increasing scrutiny and hazards in navigating an ever-more complex host of issues relating to executives—from consideration of candidates through addressing departure and post-separation issues. Crowell & Moring's Executive Practice team offers deep, broad, and synchronized representation of companies, investors, and executives across the gamut of these issues. From recruitment to negotiation of all agreements relating to executives, partners, members and directors, to executive mobility and trade secrets, to crisis management, to equity and executive compensation, our holistic approach ensures that clients receive practical, effective guidance on these incredibly sensitive and critical matters.
Our Executive Practice team includes leading lawyers with deep and nuanced corporate, employment, IP, tax, ERISA, white collar, government contracts, and litigation experience. Our clients include private and public companies, private equity and venture funds, boards of directors, and individual executives.
Areas of focus include:
- Executive Mobility – We advise clients on the impact and enforceability of restrictive covenants and other limitations on executive mobility and litigate such matters where necessary.
- Employment Agreements and Executive Compensation – We draft and negotiate employment agreements, equity and unit plans and agreements, non-compete and other restrictive covenant agreements, separation agreements, and a wide variety of executive compensation arrangements.
- Deferred Compensation – We counsel on structuring 409A-compliant and ERISA-compliant deferred compensation plans.
- Crisis Management – We help clients respond to investigations, negotiate effective settlements with regulators, and protect the reputation of management and the company. For crises with significant employment dimensions, the first steps often entail defining and/or understanding the contours of investigations consistent with employment law and best practices, consideration of short term remedial measures, and understanding how contractual and employment law principles fit into the hierarchy of decision making criteria.
- Government Investigations and Enforcement Actions – We counsel clients facing civil, criminal, regulatory, and self-regulatory investigations and litigation before agencies such as DOJ, SEC, CFTC, IRS, FBI, OFAC, FERC, FINCEN, FINRA, PCAOB, federal inspectors general, state attorneys general, and more. Our role includes investigating and advising our clients on the issues under government scrutiny, providing guidance concerning insurance and indemnification arrangements, negotiating favorable resolutions with the government, and defending our clients all the way through trial when necessary.
- Fiduciary Duty – We counsel clients on fiduciary duty matters including standards of care, loyalty, and good faith that are owed by officers, directors, managers, and agents to the corporation or other entity or individual they serve. We regularly handle claims involving breach of the duty of care, breach of the duty of loyalty, minority shareholder disputes, partnership disputes, and insurance coverage disputes.
- Suspension and Debarment Matters – We routinely advise companies and executives on matters around potential suspension, debarment, and other sanctions in the government contracts arena from start to finish.
- Security Clearance – We advise clients on security clearance procedures including counseling on obtaining and protecting facilities clearances and challenges to proposals to deny security clearances to individuals.
- Intellectual Property Assignments – We draft and negotiate agreements to govern intellectual property ownership and counsel on IP disputes.
- Business Aircraft – We routinely advise companies and executives on all matters relating to the acquisition and use of business aircraft by the company or its executives. Among other things we advise clients and assist in the drafting of documentation in connection with FAA limitations on reimbursement for personal use of company aircraft, imputed income, and SEC proxy statement disclosures.