Katzke Miller & Morgenbesser

TRUSTED COUNSEL TO SENIOR EXECUTIVES AND MANAGEMENT TEAMS

We deliver comprehensive analysis and personalized guidance to individuals, providing management the benefit of our experience, insight and advocacy in complex and high-pressure negotiations relating to executive pay and change in control transactions.

DEAL PRACTICE

MANAGEMENT TEAM REPRESENTATIONS

IN CHANGE IN CONTROL & CORPORATE TRANSACTIONS

Management Incentive Programs


Profits Interest Incentive Units
Restricted Stock, RSUs and Options
Retention and Cash LTIP Programs
Phantom Equity Arrangements

Equity Rollover and Co-Investment


Rollover and Contribution Agreements
Subscription and Co-investment Agreements
Tax Structure and Mechanics
Representations and Warranties
Interplay with Organizational Agreements
Valuation and Liquidity

Organizational and Governance Documents

Partnership and LLC Agreements
Stockholders Agreements
Governance and Board Composition
Valuation and Liquidity
Company Call Rights and Management Put Rights
Tag-Along and Drag-Along Rights
Indemnification

Individual Agreements


Employment Agreements and Offer Letters
Restrictive Covenant Agreements
Transition and Retirement Arrangements
Board and Advisor Arrangements
Consulting Agreements
Separation Agreements and Release of Claims

INDIVIDUALS PRACTICE

CEO & SENIOR EXECUTIVE REPRESENTATIONS

Employment Agreements

Employment Agreements
Offer Letters
Change-in-Control Agreements
Severance Plan Review
New Hire Sign-On Arrangements
Promotions, Contract Extensions and Special Situations

Other Individual Arrangements

Confidentiality and Non-Disclosure Agreements
Non-Competition, Non-Solicitation and other Restrictive Covenants
Separation Agreements
Transition and Retirement Arrangements
CEO Succession Planning
Board and Operating Partner Agreements
Consulting and Advisory Agreements

OUR FIRM

Founded by Michael Katzke and Henry Morgenbesser in 2013, Katzke Miller & Morgenbesser LLP (effective May 2025) is a boutique law firm specializing in the representation of senior management teams in mergers and acquisitions and individual senior executives in contract negotiations in a broad range of complex compensation-related matters.

In the mergers and acquisitions space, we represent executive teams in corporate transactions, including private equity buy-outs, go-private transactions and strategic transactions. The firm also represents individual senior executives in high-end employment and severance matters, including new hire packages, CEO succession and transition, change in control planning, significant equity grants and long-term incentive plan design and negotiation, among other matters.

Each of our named partners has specialized in executive compensation for over twenty years. As former partners at major New York and international law firms, we are uniquely situated to provide independent, high quality, focused and responsive service without the likelihood of potential conflicts of interest.

Please do not send confidential information with this form. Submitting this form does not create an attorney-client relationship.

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