Severance Lawyers NYC: High-Stakes Severance Negotiations for Executives and C-Suite Leaders
When a senior executive leaves a company in New York City, the severance agreement is rarely a simple document. It can determine whether years of unvested equity survive or disappear, whether a bonus that was all but earned gets paid, whether the executive can work in their industry next year, and whether potential legal claims worth far more than the offer are given away for a fraction of their value. For executives, founders, and C-suite leaders, the separation is often the single most consequential financial negotiation of their career.
That is why executives across Manhattan and the greater New York area turn to Mansell Law and attorney Greg R. Mansell. Our NYC severance review and negotiations practice is built around one goal: making sure senior leaders walk away with every dollar, protection, and freedom they have earned, and that they never sign away rights they did not know they had.
Why Executives Choose Mansell Law as Their Severance Negotiations Lawyer in NYC
Greg Mansell is the Managing Partner and founding attorney of Mansell Law LLC, an employment law firm with offices in New York City and Columbus, Ohio. He is licensed in New York and has concentrated his practice on executive compensation, severance negotiations, employment contract review, restrictive covenants, and claims of discrimination, retaliation, and wrongful termination. A particular focus of his work is executive-level exit negotiations, where the dollars at stake are significant and the documents are complex.
Greg's work has been recognized by his peers. He has been listed in The Best Lawyers in America since 2019, recognized by Super Lawyers from 2025 through 2027, and named a Super Lawyers Rising Star from 2014 through 2019 and 2021 through 2024. Mansell Law has also been recognized by Best Law Firms. As Greg puts it, consistency is key to our success: these recognitions reflect sustained, careful work on behalf of clients year after year, not a single headline result.
What sets our approach apart for senior executives is that we represent the person, not the company. We have also handled matters from the employer's perspective, which gives us practical insight into how companies evaluate risk, how boards and general counsel think about separations, and where a company has room to move. We use that insight to build leverage for our executive clients.
The Severance Terms That Matter Most for Executives
A severance offer for a rank-and-file employee might be a few weeks of pay in exchange for a release. An executive separation agreement is a different animal. These are the terms we most often negotiate for C-suite and senior leaders in New York City.
Cash Severance and Bonus Treatment
Base salary continuation is the starting point, not the finish line. We examine whether severance is paid in a lump sum or over time, whether payments stop if the executive takes a new job, and how the annual bonus is handled. A pro-rated or full target bonus for the year of separation is frequently negotiable, especially when the executive has already delivered most of the year's results. If an employment agreement, offer letter, or bonus plan contains language about earned or guaranteed compensation, that language can be decisive.
Equity, Options, and Long-Term Incentives
For many executives, unvested equity is worth more than the cash severance. Restricted stock units, performance shares, stock options, profits interests, and carried interest each have their own plan documents and award agreements. We negotiate for accelerated vesting, continued vesting during a severance period, extended exercise windows for options that would otherwise expire shortly after termination, and favorable treatment of performance-based awards. In a pending or anticipated change in control, the plan's definitions and triggers become critical.
Good Reason, Cause, and How the Exit Is Characterized
Many executive agreements provide enhanced benefits if the executive is terminated without cause or resigns for good reason. Whether a demotion, a reduction in pay, a change in reporting lines, or a relocation qualifies as good reason, and whether the company has a credible basis to claim cause, can swing the value of a package dramatically. How the departure is characterized also affects reputation, references, and the executive's next opportunity.
Benefits, COBRA, and Retirement Considerations
Employer-paid COBRA premiums, continued life and disability coverage, deferred compensation balances, and retirement plan treatment all deserve attention. Where an executive is close to a vesting or retirement eligibility milestone, extending the separation date even modestly can carry real value.
Restrictive Covenants
Non-compete, non-solicitation, and confidentiality provisions can limit an executive's career far longer than the severance payments last. In New York, courts have long applied a reasonableness test to restrictive covenants. Under BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999), a restraint is reasonable only if it is no greater than required to protect the employer's legitimate interests, does not impose undue hardship on the employee, and is not injurious to the public. Legislative efforts to further restrict non-compete agreements in New York have been active in recent years, so the law in this area deserves a careful, current look in every matter. We regularly negotiate to narrow, shorten, or eliminate restrictive covenants as part of the separation, and to secure written confirmation of what the executive may and may not do next.
Release Scope, Confidentiality, Non-Disparagement, and Cooperation
The release is what the company is really paying for. We review whether it is mutual, whether it carves out vested benefits, indemnification, and rights under directors and officers insurance, and whether it is broader than necessary. Non-disparagement clauses should protect the executive as much as the company, which often means requiring the company to instruct named officers and directors not to disparage. Cooperation clauses should be limited in scope and include compensation for the executive's time. Agreed-upon announcements and reference language protect reputation in what are often small, interconnected industries.
The Legal Complexities Behind High-Stakes Severance Agreements
Executive separation agreements sit at the intersection of employment law, tax law, and securities regulation. Mistakes can be expensive, and they are often invisible to someone who does not review these documents regularly.
Age discrimination waivers. Under the Older Workers Benefit Protection Act, a release of federal age discrimination claims by an employee aged 40 or older must meet specific requirements to be valid, including advising the employee in writing to consult an attorney, giving at least 21 days to consider the agreement (45 days when the separation is part of a group termination program), and allowing 7 days to revoke after signing. 29 U.S.C. § 626(f). These timelines are not a formality. They give the executive time to obtain counsel and negotiate.
New York confidentiality rules for discrimination claims. New York General Obligations Law § 5-336 restricts the use of nondisclosure provisions in agreements resolving claims involving discrimination, harassment, or retaliation. Such a provision may be included only if confidentiality is the complainant's preference, and the statute sets out specific consideration and revocation periods. As amended in 2023, the statute also renders a release of those claims unenforceable if, among other things, the agreement requires the complainant to pay liquidated damages for violating a nondisclosure provision, forfeit consideration for such a violation, or affirmatively state that they were not subjected to unlawful discrimination. Executives who have raised or experienced discrimination concerns should understand these protections before signing.
Section 409A and deferred compensation. Severance payments, especially those paid in installments or tied to a release, can be treated as deferred compensation under Internal Revenue Code Section 409A. Agreements that do not comply with or qualify for an exemption from Section 409A can expose the executive to accelerated income inclusion and an additional 20 percent tax. Payment timing, release deadlines that straddle two tax years, and the definition of separation from service all require care.
Golden parachute rules. When a separation is connected to a change in control, Internal Revenue Code Sections 280G and 4999 may apply. If payments contingent on the change in control equal or exceed three times the executive's base amount, the excess can trigger a 20 percent excise tax on the executive and a loss of deduction for the company. Whether an agreement provides for a gross-up, a cutback, or a best-net approach can make a significant difference to what the executive actually takes home.
Clawbacks. Public companies listed on national exchanges must maintain policies to recover erroneously awarded incentive compensation following an accounting restatement, under Securities Exchange Act Rule 10D-1 and the related listing standards. Many private companies have adopted their own clawback provisions. We review how these policies interact with the separation agreement so that an executive is not surprised later.
Whistleblower carve-outs. A release should not, and in some cases legally cannot, prevent an executive from communicating with government agencies. The SEC's Rule 21F-17 prohibits any person from taking action to impede an individual from communicating directly with the Commission about a possible securities law violation. Properly drafted carve-outs protect both the executive and the enforceability of the agreement.
Where Leverage Comes From in an Executive Severance Negotiation
Successful severance negotiations are not about making demands. They are about identifying what the company needs, what the executive is already entitled to, and what risks the company would rather resolve than litigate. A skilled severance negotiations lawyer in NYC builds the case for a better package from several sources.
Existing contractual rights. The employment agreement, offer letter, equity plans, award agreements, bonus plans, and company policies often contain entitlements the company's first offer does not fully honor. Identifying those gaps is frequently the fastest path to a better result.
Potential legal claims. If the separation follows complaints about discrimination, harassment, unequal pay, financial irregularities, or other protected activity, the executive may have claims under federal law, the New York State Human Rights Law, the New York City Human Rights Law, or New York Labor Law § 740, New York's whistleblower statute. The New York City Human Rights Law in particular is to be construed liberally to accomplish its remedial purposes. N.Y.C. Admin. Code § 8-130. Evaluating the strength of potential claims, quietly and professionally, often changes how a company values a release.
The company's need for a clean, quiet transition. Boards, investors, and leadership teams usually want an orderly handoff, a coordinated announcement, cooperation on pending matters, and assurance that the departing executive will not compete for clients or talent. Each of those is something the executive can give, and each has value.
Timing. The best time to negotiate is before anything is signed and, ideally, before the separation is announced. Statutory review periods, plan deadlines, and business events such as financings, audits, or transactions can all affect the company's urgency and the executive's leverage.
Credible, experienced counsel. Companies and their outside counsel respond differently when an executive is represented by an attorney who knows the market, understands the documents, and is prepared to pursue claims if the negotiation fails. That credibility is often the difference between a modest improvement and a meaningfully better outcome.
Our Approach to High-Stakes Severance Negotiations in New York City
Every engagement begins with a detailed review of the proposed separation agreement and every related document: employment and offer letters, equity and bonus plans, award agreements, deferred compensation plans, and any prior agreements with restrictive covenants. We then meet with the executive to understand the facts behind the separation, the executive's priorities, and the next career move, because the right package for someone retiring is very different from the right package for someone joining a competitor.
From there, we develop a negotiation strategy tailored to the executive. Depending on the client's preference, we can lead negotiations directly with the company's general counsel, human resources leadership, or outside counsel, or we can guide every communication behind the scenes while the executive remains the face of the negotiation. Either way, the executive has a seasoned advocate who understands both the law and the business realities of a senior-level exit.
Confidentiality matters to our clients. We handle executive separations discreetly, with a focus on protecting professional reputation and relationships throughout the process.
Who We Represent
Our NYC severance practice serves chief executive officers, chief financial officers, chief operating officers, general counsel, chief technology and chief marketing officers, presidents, managing directors, senior vice presidents, partners and principals, founders, and other highly compensated professionals. We represent executives across industries from our New York City office, serving clients throughout the five boroughs and the surrounding region.
Frequently Asked Questions About Executive Severance in NYC
Should an executive negotiate a severance offer?
In most cases, yes. A company's first offer is frequently a starting point, and executive packages in particular tend to have room to improve in cash, equity, benefits, restrictive covenants, and release terms. Negotiating professionally and with a clear basis rarely causes an offer to be withdrawn, though every situation should be evaluated on its own facts.
How long do I have to review a severance agreement?
It depends on the agreement and the circumstances. Employees aged 40 or older who are asked to release federal age discrimination claims are generally entitled to at least 21 days to consider the agreement, or 45 days in a group termination program, plus 7 days to revoke after signing. Other agreements may set their own deadlines. Contacting counsel as soon as an offer arrives preserves the most options.
Can my non-compete be negotiated as part of my severance?
Often, yes. Restrictive covenants are a frequent subject of executive separation negotiations. Narrowing the scope, shortening the duration, defining competitors more precisely, or obtaining a written waiver can all be part of a negotiated exit.
What happens to my unvested equity when I leave?
The answer is controlled by the equity plan and the specific award agreements, together with any employment agreement. Unvested awards are often forfeited on termination unless the documents or a negotiated agreement provide otherwise. Accelerated or continued vesting and extended option exercise periods are common negotiation points for executives.
Why hire a severance lawyer in NYC rather than negotiating on my own?
Executive separation agreements involve tax, securities, and employment law issues that can significantly affect what you keep. An experienced severance lawyer in NYC can identify entitlements and claims you may not be aware of, quantify their value, and negotiate from a position of strength while you focus on your next chapter.
Speak With a Severance Lawyer in NYC Before You Sign
If you are an executive or senior leader who has received a separation agreement, or you expect one soon, do not sign until you understand exactly what you are giving up and what you may be entitled to receive. Learn more about our NYC severance review and negotiations lawyers and how we approach severance negotiations in NYC, or contact Mansell Law to schedule a confidential consultation.
Mansell Law LLC, Phone: (646) 921-8900. Website: https://www.newyorkcity-employmentlawyer.com/
Attorney Advertising. This article provides general information and is not legal advice. Reading it does not create an attorney-client relationship. Prior results do not guarantee a similar outcome.
