Services | BakerHostetler

Our attorneys are experienced in the full spectrum of services involved in the design, formation, management and compliance aspects of employee stock ownership plans (ESOPs).

Represented an employee group of a division of a Fortune 500 company that, through the use of an ESOP, bought out the ownership of the division.
Advised the matriarch of a multigenerational family on the development of a private wealth strategy to transfer majority ownership in a privately held company to a private foundation to both minimize federal estate taxes and permit the company to smoothly transition to a 100% ESOP-owned company. Considerations of the strategy included eliminating both self-dealing and excess business holdings tax issues and providing sufficient cash flow to the private foundation to satisfy its minimum annual distribution requirement. The representation also involved delicate succession planning issues for the company, the ESOP and the private foundation as well as making efforts to avoid putting an unreasonable financial strain on the company.
Counseled a privately held company ESOP regarding the documentation and administrative requirements necessary to comply with ESOP regulations, including diversification, voting and distribution requirements.
Advised a private equity firm in acquiring a majority interest in a formerly 100% ESOP-owned company, while allowing the ESOP to maintain a significant minority interest.
Terminated and wound down an ESOP company and the ESOP after the sale of assets of the company and expiration of an earn-out provision, including advising regarding a Department of Labor Employee Benefits Security Administration investigation.
Defended an ESOP trustee in litigation regarding the fair market value of shares at the time the ESOP purchased the shares and at the time the ESOP subsequently sold the shares to a third party.