Corporate Law Partnership Negotitation

[JohnRK]

As a principal employee (Executive VP) in a small defense company I am negotiating ownership. It will be in the 20-40% range. The company is a MD S-Corp with husband wife ownership although I live in SC where the company also does business. The company lawyer has suggested an executive agreement giving me a right to the % of profit each year and % of any liquidity event. He cites the complication of making me a stock owner in an S-Corp especially if the majority chooses to retain profit in company each year. They claim that the agreement would give me the same rights as an owner without the hassle of the annual paperwork, exposure of personal tax records annually etc.. The company could become a C-Corp but he says that could take a year of planning to do right. Is there a risk in not being a stock owner? They claim the tax simplification on my part should be attractive to me since the company does business in several states and I would have to file in every state. It seems to simple ...does anyone have any thoughts on what is being proposed? Thanks in advance...