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M&A Scenarios & Team Moves

Mergers, acquisitions, and team moves can redefine careers. We’ve guided hundreds of guide executives and professionals through these transitions with clarity and confidence.

When companies merge or restructure, or entire teams move to new firms, your career can pivot. These transitions aren’t just business—they’re personal.

 

Companies have lawyers shaping every detail of these deals. You should too. We represent CEOs, senior leaders, and professionals in negotiating employment agreements, securing retention bonuses, and protecting equity and incentive plans against the backdrop of corporate interests.

Strategic Guidance for High-Stakes Moves

Much of our work happens discreetly to safeguard your reputation, relationships, compensation, and future earning potential . We act as a strategic advisor, not just a contract reviewer—helping you see the bigger picture and negotiate terms that position you for success.

M&A scenarios are especially high-stakes for employees. If you’re staying through a merger, you may be offered a retention award tied to performance metrics or equity vesting. We make sure those terms are clear, enforceable, and competitive—and that you’re not signing away future opportunities under restrictive covenants that could stall your career.

Team moves—often called “lift outs”—bring their own challenges. When a group leaves together, your former employer may push back hard. That’s why we play two roles at once: deal counsel and defense counsel, hammering out strong offers and indemnification from your new company while helping you navigate non-compete and non-solicit restrictions to avoid costly disputes.

Protect What You’ve Earned—and What’s Next

Disputes often arise in the M&A process. When they do, Outten & Golden attorneys bring significant mediation, arbitration and litigation experience to every relationship.

Working together with our executive and professional clients, we’ve successfully resolved hundreds of compensation disputes with major employers across finance, retail, healthcare, tech and other sectors. Drawing on this deep experience, we stand ready to aggressively protect your interests.

Framing the Issue

  • KPMG recently found that retaining top talent was a top priority for 49% of private equity firms that conducted a M&A deal. Employees must know their value and be prepared for a deal’s economic opportunities and challenges.
  • Private equity sponsors led nearly $1 trillion dollars in M&A activity in 2024. These transactions have unique contract and compensation considerations, including equity rollover and post-closing employment terms. 
  • Retention agreements are common in M&A, but they can include conditions. You may be offered cash, equity, or stock options, but the payout often depends on how long you remain and how well the deal performs.
  • Thinking about moving with your team? Team liftouts bring nuanced contract and compensation questions, including clawbacks, change-in-control provisions, and garden leave.

Notable Matters

  • Represented the founder and CEO of a technology platform during its sale to a major e-commerce company. 
  • Advised an executive management team during a private equity acquisition, negotiating entitlements from the prior ownership and obligations under the new operating agreement. 
  • Counseled a senior executive on employment and compensation terms following a corporate restructuring. 

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Have you been asked to sign an employment agreement related to a merger or acquisition?

If you’re navigating a corporate restructuring or team move, we're here to support you.

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