Employee stock ownership plans offer a tax-favored path to liquidity for many closely-held business owners. Careful analysis of the appropriateness of an ESOP involves an integrated examination of financial data and the legal standards applicable to ESOPs.
Johanson Berenson LLP is recognized internationally for its experience and expertise with respect to ESOPs. The Firm’s attorneys are recognized as leading experts in this field and have published and lectured extensively regarding various ESOP and related transaction topics. The Firm addresses any operational or legal matter you may encounter regarding ESOPs. The Firm counsels closely-held corporations, publicly-traded corporations, plan sponsors, lenders, trustees, individual plan participants, record keepers and others regarding a full range of ESOP and transaction-related matters on a regular basis. For a primer on ESOPs, please click here.
Typical representation includes (1) designing, drafting and implementing ESOP plan documents and trust agreements, (2) applying for and obtaining favorable determination letters from the Internal Revenue Service, (3) establishing ESOP feasibility and business succession studies, (4) preparing business succession plans, (5) obtaining and structuring the requisite financing for ESOP transactions, (6) structuring and documenting ESOP and related transactions, (7) working on all related corporate matters, (8) advising fiduciaries, (9) consulting with clients, their certified public accountants and their chief financial officers regarding appropriate ESOP accounting rules and financial statement disclosure and preparing and filing tax and information returns related to the ESOP, (10) advising clients with respect to regulatory compliance with the vast array of applicable laws and regulations, (11) handling employee benefit claims and related disputes and (12) litigating cases in federal and state courts and agencies throughout the nation. The Firm also represents independent fiduciaries, advises Boards of Directors, attends, conducts and documents meetings of Boards of Directors and advises in-house trustees with respect to issues of fiduciary duty and corporate governance related to ESOPs.
Some of the specialized services the Firm provides for its clients are as follows:
- Representation of corporate ESOP sponsors in structuring multi-staged transactions to transfer ownership from founders to the ESOP.
- Representation of corporate ESOP sponsors and fiduciaries in conjunction with U.S. Department of Labor investigations and participant claims.
- Implementation of ESOP distribution policies, including negotiation of letters of credit and bonds to serve as adequate security.
- Counseling regarding the qualification requirements for ESOPs under the Internal Revenue Code, of 1986, as amended.
To see some of our recent transactions, click here.