California Executive Equity & Compensation Attorney

Equity Compensation Is Rarely as Simple as It Looks on Paper

What We Review and Negotiate

Vesting and Acceleration

Standard time-based vesting is straightforward until termination, acquisition, or a leave of absence complicates the timeline. We review whether your circumstances trigger acceleration provisions you may not know exist.

Stock Option Exercise Windows

Most option grants require exercise within 90 days of termination or the options expire worthless. We confirm your actual deadline and negotiate extended windows where the company has room to agree.

Forfeiture Provisions

Some grant agreements allow the company to claw back or cancel equity under specific conditions, including termination for cause or breach of restrictive covenants. We identify these triggers before they become relevant to your situation.

Change-in-Control and Acquisition Treatment

When a company is acquired, unvested equity is either assumed, accelerated, or cashed out, depending on the transaction and your agreement's specific language. We confirm which outcome applies and whether it can be improved.

Deferred Compensation

Deferred compensation plans carry their own vesting and payout rules, often governed by separate plan documents with different timelines than your equity grants. We review these plans alongside your equity to give you the full financial picture.

409A Valuations and Private Company Equity

Private company stock is valued according to periodic 409A valuations that directly affect your tax exposure and the real value of your options. We help you understand what your equity is actually worth, not just what the strike price suggests.

Clawback Clauses

Some executive compensation agreements include clawback provisions tied to financial restatements or misconduct findings. We review these clauses closely, since their scope varies significantly between agreements.

Founders and Early Employees Face a Different Kind of Equity Risk

Founders and early employees frequently receive equity commitments that were never formally documented, or that were documented informally before legal counsel was involved. Cap table disputes, verbal promises that were never reflected in a grant agreement, and disagreements over vesting credit for pre-incorporation work are common at this stage.

We advise founders and early-stage employees on equity disputes specific to startups, including cap table disagreements, undocumented equity promises, and vesting credit disputes tied to time worked before a formal grant was issued.

What To Expect When You Engage Us

1. A Confidential Conversation

We start with a call to understand your equity situation, your timeline, and what triggered the question.

2. A Document Review

We review your grant agreements, plan documents, and any relevant board resolutions to determine what you are actually entitled to.

3. Direct Negotiation or Resolution

Where negotiation is possible, we handle it directly with the company or its counsel. Where the issue requires a formal claim, we advise on that path as well.

4. A Clear Answer

You leave knowing exactly what your equity is worth, what is at risk, and what your options are.

Why Executives Choose This Firm

15+ Years Advising on Executive Compensation
We have reviewed equity structures across public companies, late-stage startups, and early-stage ventures, and understand how each treats vesting and acceleration differently.

Transparent Flat Fee Structure
You will know exactly what representation costs before any work begins. No hourly billing, no surprise invoices.

Confidential by Default
Many of our clients are still employed when they raise an equity question. Every inquiry is protected by attorney-client privilege from the first conversation.

Direct Access to Your Attorney
You work directly with Michael Cunningham, from the first call to final resolution.

Selective Practice
We do not take every matter that comes to us. We take the ones where experienced counsel makes a measurable difference in the outcome.

Personal Attention Backed by a Capable Team
Michael Cunningham is personally involved in every matter, supported by an experienced team but never replaced by one.

Equity and Compensation FAQ

Q: What happens to my unvested equity if I am terminated?
A: It depends entirely on your grant agreement. Most grants forfeit unvested shares at termination, but some agreements include acceleration triggers tied to termination without cause or a change in control.

Q: How long do I have to exercise my stock options after leaving?
A: Most plans set a 90-day post-termination exercise window, after which unexercised vested options expire. Some companies extend this window, particularly for longer-tenured employees, but it requires negotiation.

Q: What is a 409A valuation and why does it matter?
A: A 409A valuation sets the fair market value of a private company's common stock, which determines your option strike price and affects your tax exposure when you exercise or sell.

Q: Can a company claw back equity I already received?
A: In some cases, yes, if your agreement includes a clawback provision tied to specific triggers such as a financial restatement or a for-cause termination. The scope of these provisions varies significantly by agreement.

Q: I was promised equity as an early employee but never received formal documentation. What are my options?
A: This is common at early-stage companies. We review any written communications, offer letters, or board minutes referencing the promise to determine what can be enforced or negotiated.

Q: What happens to my equity if the company is acquired?
A: It depends on your grant's change-in-control provisions and the structure of the deal. Equity is typically assumed, accelerated, or cashed out, and the outcome should be spelled out in your agreement.

Do not assume your equity works the way you were told it does.

Every inquiry is protected by attorney-client privilege from the first conversation. Call (619) 349-4747 or Schedule a Confidential Consultation