Settlement Agreements For Directors, Board Members and Senior Managers/Executives

At Wilson Browne Solicitors, we have experience in advising senior executives, including Board members, directors, and shareholders, on negotiated exits.

Settlement Agreements are usually straightforward, but navigating the departure of a director, shareholder, or board member requires finesse, strategic insight, and a deep understanding of legal intricacies. In short, they tend to be more complex and generally require more expertise and knowledge than the average ‘standard’ settlement agreement.

We can shed light on the critical components of settlement agreements and help ensure that you achieve the best possible exit package, taking into account bonus awards, equity entitlements, post-termination restrictions, confidentiality obligations, internal and external announcements, and references. Where the client is both an employee and a shareholder, the employment team works closely with our corporate and commercial team to ensure we provide a full package of strategic advice.

Recent case studies:

Case Study 1:

We assisted a Chief Executive Officer with the negotiation of an exit package from a multi-million pound company. Our client was offered an exit package after a proposed sale of the business fell through and a dispute arose as to performance.

This involved advice on:
• his shareholding and how the nature of his exit could impact a future share valuation prescribed by the Articles of Association,
• the senior management bonus scheme;
• garden leave obligations and how this would be structured,
• the payment date for tax optimisation purposes;
• non-compete obligations which impacted his ability from working in the same sector in the future; and
• an agreed reference

To ensure that our client left on the best possible terms, we helped negotiate a favourable reference, a later payment date to ensure the payment was made in a new financial year, greater certainty with respect to taking holidays during garden leave, and the retention of a company laptop.

Case Study 2:

We assisted the Managing Director of a business negotiate a generous exit package following a Boardroom dispute which led to an irretrievable breakdown in senior management team relationships. The Managing Director also held a minority shareholding in the company. The exit package that was initially offered by the company failed to address the minority shareholding, as well as the bonus that he would have been entitled to had he worked his notice period. The bonus having been initially deemed irrelevant by the company as it was seeking to rely on a pay in lieu of notice (PILON); however, the company had overlooked the absence of an appropriately worded PILON clause in the service agreement.

We therefore strategized the exit to enable our client to both maximise the value of his shareholding and benefit from a bonus payment whilst preserving his ability to work in the same industry after a period of time which was shorter than had been initially sought by the company. Appropriately worded internal and external announcements were agreed and the package ultimately secured for our client was significantly more than that which was initially proposed by the Company.

If you are a senior executive needing to negotiate an exit, get in touch with Wilson Browne Solicitors’ employment team, and we’ll help you to achieve the best possible outcome.With offices in Northampton, Kettering, Corby, Higham Ferrers, Wellingborough, and Leicester we’re right on your doorstep, giving great access to businesses across Northamptonshire, Leicestershire, Cambridgeshire, and Warwickshire too.

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