Michael Riley
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Mike works with executives, directors and owners to negotiate, design and implement compensation agreements and programs. Mike also works with professionals and entrepreneurs in the areas of compensation, succession planning, and estate planning. His focus areas include designing nonqualified deferred compensation arrangements, negotiating executive employment agreements, and estate planning with retirement benefits.

Mike earned his J.D. from Syracuse University College of Law in 1987 and a LL.M. from Case Western Reserve University School of Law in 1996. He received a M.A.T. from Brown University in 1980 and an A.B. from College of the Holy Cross in 1978. 

Representative Cases/Matters

  • Negotiation of employment agreement extension and incentive awards for CEO of NYSE-listed company.
  • Negotiation of separation agreement on behalf of departing CEO of NYSE-listed company.
  • Representation of management team in the negotiation of equity incentives in connection with a $1 billion dollar rollup transaction.
  • Negotiating success fee, retention plan, and deferred compensation settlement for top executives 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 with national consulting firm and employment and stock compensation with publicly-traded software vendor.
  • 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 banks.
  • 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.
  • Negotiating termination rights of executive vice president of a top 20 national bank, including severance, consulting, stock option and SERP rights.
  • Representing the president and CEO to negotiate an employment contract with creditor committee in Chapter 11 reorganization.
  • Representing shareholder employees of medical professional corporation in the renegotiation of CEO compensation, deferred compensation rights and restrictive covenants.
  • Advising shareholders of national accounting firm regarding partnership rights and liabilities, deferred compensation, equity interest and restrictive covenants in dissolution.
  • Consulting with investors and creating equity participation rights to meet retention and performance objectives for executives of limited liability companies.

Admissions - State

  • Ohio


  • Brown University
  • Case Western Reserve University School of Law
  • College of the Holy Cross
  • Syracuse University College of Law

Honors and Awards

  • Named one of the Best Lawyers in America (2007-2018)
  • Selected for inclusion in Ohio Super Lawyers (2005-2018)

Professional Membership

  • Cleveland Metropolitan Bar Association, Estate Planning, Probate & Trust Law Section
  • Estate Planning Council of Cleveland

Public Service and Volunteerism

  • Board of Trustees, Recovery Resources, Cleveland, Ohio
  • Legal Aid Society of Cleveland, Lawyer Referral Network, Tax Law
  • Cleveland Metropolitan Bar Foundation, Fellow

Speaking Engagements

  • "Preparing for 2016 Proxy Season and Beyond," Society of Corporate Secretaries and Governance Professionals meeting, December 3, 2015.
  • "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.
  • Panelist, “Trends, Developments and Hot Topics in Executive Compensation and Governance,” 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.
  • Cleveland Bar Association, “Practice Before the IRS: Circular 230,” April 2003.
  • Cleveland Estate Planning Institute, “Update on Minimum Required Distributions - Final Regs,” October 2002.