Examples of Our Recent ESOPs and Other Employee Ownership Transactions

Our ESOP Plus® practice is entirely devoted to our clients’ exit planning, succession planning and deferred compensation planning in the context of employee ownership.  We believe that ESOPs are only one of the many techniques that can serve you.  If and ESOP is not right for you, we will tell you so, and we will help find and coordinate with other professionals who can help you achieve your goals.

Within the past few years, ESOP Plus®  lawyers have represented ESOP trustees, companies, banks and selling shareholders in purchase, sale and lending transactions ranging in size from $250,000 to $1.1 billion.  The typical market value of the companies we have represented has been in the $5 million to $50 million range.

Sample transactions in the past year have included representation of our clients in connection with:

  • Purchases of shares by a number of newly created ESOPs
  • Sales of several ESOP companies to strategic buyers
  • Redemptions of ESOP shares by ESOP companies
  • A call of preferred ESOP stock and re-issuance of common stock
  • A purchase of 100% of company stock by an ESOP and key  managment buyout to assure tax advantaged exit planning as well as succession planning.
  • A 100% purchase of stock by an ESOP from private equity investors.

In addition to transactions our recent representation included:

  • Ongoing representation of ESOP trustees and the boards of ESOP companies
  • Compliance matters before the Internal Revenue Service and the United States Department of Labor
  • Representation of ESOP trustees in bankruptcy and workout matters
  • Issuance of ESOP specific legal opinions with respect to lending and corporate matters specific to ESOP companies
  • Coordination with third party administrators to amend ESOPs so as to manage industry appropriate benefit levels for our clients
  • Representation of ESOP trustees in ongoing valuation matters
  • Development of cash-based and stock-based deferred compensation plans for executives of ESOP companies.
  • Management and supervision of ESOP litigation among experienced ESOP and corporate trial counsel

We also recently helped several clients and their trusted advisors decide that an ESOP was not right for them for the following reasons:

  • Their succession planning was not yet complete
  • The value of their business was depressed by market conditions
  • They could obtain a higher price through a strategic sale
In each of these situations we were able to make referrals to investment bankers, succession planners and business consultants with the ability to help our clients explore their options outside of an ESOP.