Michael G. Riley


Practice Focus

Professional Experience

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.

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.


  • Case Western Reserve University School of Law, LL.M. (1996)
  • Syracuse University College of Law, J.D. (1987)
  • Brown University, M.A.T. (1980)
  • College of the Holy Cross, A.B. (1978)

State Admissions

  • Ohio

Professional Associations

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


  • "Preparing for 2016 Proxy Season and Beyond," Society of Corporate Secretaries and Governance Professionals meeting, December 3, 2015.
  • "Top tax issues and planning ideas for 2015," McDonald Hopkins Business Hour, November 18, 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.
  • "Executive Compensation Series: Equity Compensation at Privately-Owned Companies in 2015 and Beyond," McDonald Hopkins Business Hour, May 7, 2015.
  • "Stock Options: To Gift or Not to Gift?," Probate Law Journal of Ohio, September/October 2014.
  • "Talent acquisition and motivation strategies for private equity firms," McDonald Hopkins Business Hour, May 7, 2014.
  • Panelist, “Trends, Developments and Hot Topics in Executive Compensation and Governance,” Association of Corporate Counsel, Northeast Ohio
  • "Executive Compensation Series: Key issues in executive compensation and governance for 2013," McDonald Hopkins Business Hour, January 2013.
  • "Executive Agreements: Emerging Trends, Hot Topics and Governance," McDonald Hopkins Roundtable, May 30, 2012.
  • "Market Outlook: Investment Insights and Business Planning," McDonald Hopkins, March 8, 2012.
  • "Clawbacks, Non-competes and Corporate Governance - A briefing and strategic discussion for board members and executives," McDonald Hopkins Roundtable, February 2012.
  • "Tax Insights and Foresights -- Strategies, updates and predictions," McDonald Hopkins Roundtable, November 30, 2011.
  • "Tax Planning and Insights - Change and Uncertainty are the New Normal," McDonald Hopkins Roundtable, December 2010.
  • "Section 409A Strategies: The Basics and Beyond," BNA Tax & Accounting Webinar Presentation with Antoinette Pilzner, November 4, 2010.
  • "Taxation: Best Strategies, Latest Updates and Insightful Predictions," McDonald Hopkins Roundtable, December 2009.
  • "Estate Planning Strategies During Challenging Times," McDonald Hopkins Roundtable, June 2009.
  • "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.

Awards and Honors

  • Named one of the Best Lawyers in America (2007-2016)
  • Selected for inclusion in Ohio Super Lawyers (2005-2016)

Community Activities

  • Board of Trustees, Recovery Resources, Cleveland, Ohio
  • Legal Aid Society of Cleveland, Lawyer Referral Network, Tax Law
  • 600 Superior Avenue, East
    Suite 2100
    Cleveland, OH 44114