When used appropriately, employee stock ownership plans (ESOPs) can provide significant business succession planning and tax benefits.

ESOPs are highly regulated structures, which require just the right combination of business and legal specialists who understand the whole host of issues involved in order to fine-tune the plan to a business's needs.

Our ESOP team includes nearly a dozen legal practitioners with solid experience in mergers and acquisitions, employee benefits, tax, corporate law, banking, and financing matters. Together, we create a comprehensive ESOP structuring and advisory unit with deep experience in ESOPs and their related disciplines.

We counsel ESOP-owned corporations as well as ESOP fiduciaries. Our ESOP-owned corporation clients range from several dozen to several thousand employees. No matter our role, we can work in tandem with the company's and the ESOP's legal and other advisors in a coordinated and cohesive manner. Our team can provide advice regarding an existing ESOP or, under the right circumstances, can create an ESOP and structure a transaction to transition ownership from existing owners to the plan.

Our ESOP clients include businesses in virtually all industries, in particular retail, manufacturing, and services (companies with good cash flow, strong management teams, and an openness to employee involvement).

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Employee Stock Ownership Plans (ESOPs) Client Results

Company Counsel
  • Counsel for a 12,000-person grocery retailer S corporation in connection with the implementation of an ESOP, the restructuring of the company, and ongoing counsel, including complex executive compensation arrangements

  • Counsel for a 15,000-person aerospace company maintaining mature KSOP (401(k) plan with ESOP feature for employer stock fund), where the primary advantage of ESOP feature is to allow C corporation employer to deduct dividends paid on employer stock

  • Counsel for a 1,300-person, partial ESOP-owned financial services company with respect to corporate governance issues

  • Counsel for a 500-person electrical engineering company in connection with the implementation of a leveraged minority ESOP and related Section 1042 rollover transaction

  • Counsel to a 250-person construction company in connection with the implementation of an ESOP, Section 1042 rollover transaction, and delayed S corporation election

  • Counsel for a 190-person S corporation 100% ESOP owned grocery retailer, including advice relating to corporate governance and correction issues

  • Counsel for a 186-person architecture and design firm in connection with the implementation of partial C corporation ESOP, and ongoing advice to the company including possible S election

  • Counsel for a 170-person technology company, partially-owned by an ESOP, including advice regarding a potential sale transaction

  • Counsel for a 70-person lumber company regarding recycling/refreshing ESOP stock and general ESOP guidance
  • Counsel to a 35-person S corporation in the construction business relating to its ongoing ESOP issues

  • Counsel for a 26-person engineering company in connection with the redemption of individual shareholders to create a 100% ESOP-owned S corporation

  • Counsel for a 21-person oil and gas S corporation in connection with the consideration of an ESOP and implementation of a minority stock bonus plan

  • Counsel for a 21-person S corporation in the environmental testing business in connection with the implementation of a partial ESOP

  • Counsel for a 19-person S corporation in the engineering industry in connection with the implementation of a partial ESOP

  • Counsel for a 12-person funeral home in connection with the implementation of a second stage 100% C corporation ESOP transaction and stock sale which terminated the ESOP

  • Counsel for a manufacturing company in connection with the termination of an ESOP
Trustee Counsel
  • Trustee counsel in connection with the implementation of an ESOP by a 400-person manufacturing company

  • Trustee counsel in connection with the implementation of an ESOP by a 150-person agricultural equipment company

  • Trustee counsel in connection with the implementation of a leveraged ESOP by a 108-person advertising agency

  • Trustee counsel in connection with the implementation of an ESOP by a 49-person S corporation in the engineering business

  • Trustee counsel in connection with a bankrupt retail technology and appliance company in Department of Labor investigation and fiduciary litigation

Other Roles
  • Buyer counsel for a communications company in an asset purchase transaction from a 450-person S corporation that was 100% owned by an ESOP

  • Buyer counsel for a gun manufacturer in connection with an asset purchase from a 150-person company that was wholly-owned by an ESOP

  • Shareholder counsel in connection with a 108-person construction company’s implementation of an ESOP

  • Lender counsel in connection with the implementation of an ESOP

Employee Stock Ownership Plans (ESOPs) Publications

Employee Stock Ownership Plans (ESOPs) Speaking Engagements and Events

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24 Corporate attorneys recognized in 2018 Best Lawyers®: Corporate Law; Mergers and Acquisitions Law; Securities / Capital Markets Law; Gaming Law; Project Finance Law; Venture Capital Law; Leveraged Buyouts and Private Equity Law; Corporate Compliance Law; Corporate Governance Law

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Recognized by Chambers USA 2017 in 32 practices including: Corporate/M&A and Corporate/Commercial

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