Employee Stock Ownership Plans (ESOPs)

Levenfeld Pearlstein, LLC (LP) has extensive experience in the legal and financial issues involved in the formation and administration of Employee Stock Ownership Plans (ESOPs) and has represented clients throughout the United States in various aspects of ESOP transactions.

Our attorneys frequently advise and assist ESOP companies on the following types of matters:

Department of Labor and Internal Revenue Service audits and investigations
Corporate governance matters specific to employee-owned companies
Design and implementation of distribution policies
Management of ESOP repurchase obligations
Monitoring changes in laws and regulations affecting ESOP and amending ESOP plan documents to ensure ongoing compliance
Managing annual ESOP administration tasks
Sales of ESOP-owned companies
Termination and wind-down of ESOPs

Representative Matters

We served as special counsel to a multi-media holding company, managing the deal structure and documentation for an ESOP’s 100% stock acquisition and Subchapter S conversion, securing regulatory approval from the FCC.
We represented the board of directors in designing a new ESOP and stock appreciation rights plan for a multinational plastic injection molding company, facilitating the $28 million sale of family-held stock.
We served as lead counsel to Chicago-based commodity trading firms, forming an ESOP and restructuring into an S corporation, securing FINRA approval for the ESOP’s 100% stock acquisition.
We represented a trust company acting as ESOP trustee in a $160 million tender offer for 100% stock acquisition and facilitated the company’s conversion to an S corporation, negotiating loan refinancing terms.
We represented a trust company as ESOP trustee in transactions involving the acquisition of $27 million in company stock from a 401(k) plan and the redemption of $72 million in shares held outside the ESOP, including due diligence and preparation of disclosure documents.
We represented an independent ESOP fiduciary, acting as successor trustee, in the $19 million purchase of 100% of the stock from the California-based tire inflation system manufacturer’s founder.
We represented the CFO of a Boston-based consulting firm, appointed as internal trustee, in the transaction where non-ESOP shareholders sold their remaining stock to facilitate the company’s conversion to an S corporation.
We represented a Chicago-based banking group in refinancing an existing loan and securing a new $17.5 million term loan to finance an ESOP’s acquisition of 100% of the stock of an Alabama defense contractor.
We represented a national banking institution in securing a $20.5 million revolving and term loan credit facility for an ESOP’s acquisition of 100% of the stock of a Southern California citrus grower and distributor.