Michael G. Riley

• Negotiation of employment agreement extension and incentive awards for CEO of NYSE-listed company and enforcement of rights in a subsequent hostile acquisition.
• Negotiation of separation agreement on behalf of terminated CEO of NYSE-listed company.
• Representation of founder in exit as executive, director, and shareholder of public company.
• Negotiation of retention incentive for president and CEO of tax-exempt economic development organization.
• Representation of management team in the negotiation of equity incentives in connection with a $1 billion rollup transaction and subsequent $2 billion acquisition by a public company.
• Representation of President of OEM in tax and compensation negotiations in restructuring.
• Negotiating success fee, retention plan, and deferred compensation settlement for presidents of an international market leader in $750 million dollar transaction.
• Representing controlling shareholder in three public companies with combined revenues of over $6 billion dollars in the automotive components market to negotiate senior executive agreements, including retention, change of control, restrictive covenants, and reporting issues.
• Representing successive executive directors to negotiate employment agreements and nonqualified deferred compensation plans with internationally renowned arts organization.
• Representing top management team in negotiation of stock option rights and deferred compensation compliance issues in preparation for initial public offering.
• Representing the CEO in negotiation of employment separation from national benefits consulting firm.
• Negotiating on behalf of company a separation agreement and release of publicly-traded company’s CEO.
• Advising minority shareholders of S corporation regarding management buy-out proposal of $50 million dollar aerospace supplier.
• Negotiating employment, retention, and equity participation for executive owners of investment advisory firms acquired by national bank.
• Creating performance unit program for software technology company and negotiating settlement of units in merger.
• Negotiating the president and CEO’s employment agreement with national bank and subsequent settlement of that agreement in a sale of the bank.
• Developing bankruptcy reorganization retention plans for key executives of steel company with $720 million in sales.
• Negotiating stock option conversion rights in acquisition of medical technology company by publicly-traded company.
• Designing and drafting elective deferred compensation arrangement for top executives of publicly-traded real estate company.
• Advising compensation committee of university and drafting non-qualified deferred compensation arrangement for university president.
• Advising shareholders of national accounting firm regarding partnership rights and liabilities, deferred compensation, equity interest and restrictive covenants in dissolution.

Named one of the Best Lawyers in America (2007-2024)

Selected for inclusion in Ohio Super Lawyers (2005-2019)

Education

Masters in Tax Law, Case Western Reserve University School of Law

JD, Syracuse University College of Law

MAT, Brown University

A.B., College of the Holy Cross

Admissions – State

Professional Activities

Community Involvement

Member, Board of Directors, Center for Community Solutions (2022—Present)

Member, Advisory Board, Cuyahoga County Common Pleas Drug Court (2019—Present)

Former Member, Board of Directors, Cleveland Metropolitan Bar Foundation (2017-2022)

Gold Fellow, Cleveland Metropolitan Bar Foundation

Lifetime Director and Past Chair, Board of Directors, Recovery Resources (2004-2018)

Accreditation

Certified Specialist in Estate Planning, Trust and Probate Law (2003—Present), Ohio State Bar Association

External News & Publications

Stock Options: To Gift or Not to Gift? Probate Law Journal, September 8, 2014

Four Lessons Private Companies Can Learn from Public Companies about Compensating Their Executives, Smart Business Magazine, March 2012

Do You Have A Business Succession Plan? Associated Pipe Organ Builders of America, November 2009

Are you ready to Roth? McDonald Hopkins Alert, November 2009

Why all the talk about Roth IRAs? McDonald Hopkins Alert, June 2009

Speaking Engagements

Making Charity a Beneficiary of Your IRA, Catholic Community Foundation Professional Advisor Seminar, September 20, 2022

When and How to Use Retirement Benefits for Charitable Giving, Northern Ohio Charitable Gift Planners' 31st Annual Planned Giving Day, September 16, 2022

Presentation to Cleveland-Akron FSP - IRA Beneficiary Designations, Independence, OH, March 16, 2021

Executive Compensation Update, Worldwide Employee Benefits Network, Northeast Ohio Chapter Annual Legal and Regulator Update, March 11, 2021

To See or Not to C: A Look at the New Pass-Through Deduction under Section 199A, Jewish Federation of Cleveland Tax Seminar, June 6, 2018 

Preparing for 2016 Proxy Season and Beyond, Society of Corporate Secretaries and Governance Professionals meeting, December 3, 2015.

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Negotiating Executive Compensation in an Evolving World, WEB Cleveland Chapter, May 21, 2015.

Ten Takeaways for Planning with IRAs and Other Retirement Benefits, The Estate Planning Council of Cleveland's Special Member/Guest Luncheon, May 12, 2015.

Stock Options: To Gift or Not to Gift?, Probate Law Journal of Ohio, September/October 2014.

Trends, Developments and Hot Topics in Executive Compensation and Governance, Panelist, Association of Corporate Counsel, Northeast Ohio

Section 409A Strategies: The Basics and Beyond, BNA Tax & Accounting Webinar Presentation with Antoinette Pilzner, November 4, 2010.

Succession Planning For a Closely Held Business: A Case Study, 51st Cleveland Tax Institute, October 2008.

Nonqualified Deferred Compensation & IRC 409A, AICPA Advanced Estate Planning Conference, Chicago, Illinois, July 2008.

Estate Planning for Qualified Plans, Ernst & Young University, June 2008.

The Law of Deferred Compensation: A Primer for Estate Planners, The Estate Planning Council of Cleveland, April 2008.

Strategies for Executive Stock Options, UBS WMEP Fall Forum, October 2007.

Tax Planning for High Net Worth Individuals, Ernst & Young University, May 2007.

Charitable Donations of Income in Respect of a Descendant ‘IRD’, Northern Ohio Planned Giving Counsel, April 2007.

Estate Planning With Retirement Benefits, Trust Administrator, Joint Bank Seminar, Cleveland, Ohio, October 2006.

Creditors’ Rights and Retirement Benefits: Is My IRA Safe?, presentation to the Cleveland Bar Association, March 2005.

Are You Ready For Retirement?, Raymond James & Associates 2004 Retirement Forum, October 2004.

Retirement and Benefit Plans for Non-Profits in Ohio, Lorman Educational Seminars, January 2004.

Practice Before the IRS: Circular 230, Cleveland Bar Association, April 2003.

Update on Minimum Required Distributions - Final Regs, Cleveland Estate Planning Institute, October 2002.

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