Equity Grab
In Q3 2025, we were retained by a founder facing termination and an attempted clawback of vested equity valued at approximately $233,000 — just 72 hours before the company’s $10 million merger was scheduled to close.
Within hours, we conducted a full cap table and governance review, drafted a Temporary Restraining Order, prepared a Motion for Declaratory Judgment, and structured a Standstill Agreement strategy designed to introduce immediate pre-closing risk.
The company initially offered $250,000 for the shares. We declined. The offer increased to $500,000. We declined again.
We then formally introduced a the pre-drafted TRO, declaratory judgment papers, along with a Standstill Agreement requiring written acknowledgment of cap table irregularities.
That acknowledgment created a disclosure obligation in connection with the pending merger — placing the Board in a binary position: resolve the equity defect pre-closing or risk transaction instability and future litigation exposure.
The Board elected to resolve the matter on reasonable terms—award 1,000,000 shares (about $1,140,000 million).
The critical factor was timing (and being right). Post-closing, leverage would have shifted decisively toward the company and its counsel with delay and legal fees consuming any meaningful recovery.
Pre-closing, the risk vector ran in the opposite direction but with important caveats. Strike too early and awaken the behemoth—an army of associates ready to neutralize the advantage of surprise. Outmanned by size, we outmaneuvered through stealth.
Equity Grab
In November 2025, we were retained by a mid-level investment professional at a private equity firm following termination and an immediate cutoff of pay. The firm asserted his 2025 bonus was “discretionary” and therefore not owed, despite a five-year history of performance-linked annual bonuses and positive promotion discussions earlier that year.
The dispute presented two overlapping pressure points:
New York wage exposure
Italian statutory exposure
We moved quickly to dismantle the discretionary narrative.A multi-year pattern of performance-based bonuses
Positive 2024 reviews and promotion signals in early 2025
The absence of contemporaneous performance documentation
The litigation risk inherent in internal discovery contradicting the firm’s stated rationale Certares - Debriefing Notes
The legal framing was deliberate: if the bonus qualified as wages, exposure expanded to liquidated damages and attorneys’ fees.
The firm initially made what it characterized as a “best and final” offer: payroll through year-end, six months’ severance, and carry vesting Certares - Debriefing Notes.
We did not accept the framing.
Phase II: Introducing Cross-Border Enforcement Risk
Up to that point, negotiations centered on bonus entitlement.
We then introduced the Italian overlay.
We formally raised TFR under Article 2120 of the Italian Civil Code, identified the accrued amount (approximately $16,000), and put the firm on notice that TFR is a non-waivable statutory entitlement that cannot be privately extinguished outside protected conciliation procedures Certares - Debriefing Notes.
This changed the negotiation geometry.
The issue was no longer discretionary severance — it became:
Statutory wage exposure in two jurisdictions
Visa and undeclared-work scrutiny risk
The optics of attempting to “absorb” a non-waivable right
Drafting contradictions that would not withstand judicial review Certares - Debriefing Notes
When the firm attempted to characterize the $125,000 severance figure as a complete settlement “including any Italian requirements,” the math and drafting history contradicted that position Certares - Debriefing Notes.
We made the allocation problem explicit.
The firm later admitted in writing that the additional six months of severance had been added to address indemnification risk arising from the visa issue Certares - Debriefing Notes.
That admission eliminated any factual basis to argue that TFR had been included in the severance figure.
At that point, the negotiation leverage shifted decisively.
Closing Dynamics
Throughout drafting, we:
Proposed narrow language limiting waivers to legally waivable rights
Introduced a “subject to Italian law” clarification to prevent overbroad release language
Preserved regulatory reporting carve-outs
Forced the firm to either align its drafting with statute or knowingly assume overbreadth risk Certares - Debriefing Notes
They rejected reciprocal protections and clarifying language.
The final outcome:
$125,000 severance (7.5 months)
Full preservation of TFR rights under Italian law
Explicit record establishing TFR was never negotiated, priced, or allocated
Preservation of regulatory and statutory carve-outs Certares - Debriefing Notes
The severance figure represented a 228% increase over the original economic position.
Strategic Takeaway
This was not simply a severance negotiation.
It was a controlled escalation.
By sequencing:
Wage classification risk under New York law
Discovery exposure tied to bonus history
Italian statutory non-waivable rights
Visa compliance and enforcement risk
Drafting contradictions and mathematical allocation inconsistencies