Sean Sullivan
Partner
Overview
Sean Sullivan is co-practice group leader of Holland & Knight's Tax, Executive Compensation and Benefits Practice. He advises companies, sellers, trustees and lenders on Employee Stock Ownership Plan (ESOP) transactions, employee benefits matters and executive compensation arrangements. His practice includes helping organizations in the healthcare, life sciences, education and retail industries navigate regulatory requirements, transactional complexities and fiduciary considerations.
ESOPs. Sean represents companies, sellers, trustees and lenders in ESOP transactions and ongoing plan administration. He advises clients on transaction negotiations, fiduciary considerations and compliance matters involving the IRS and U.S. Department of Labor (DOL), helping stakeholders address the legal and regulatory issues associated with employee ownership structures.
Employee Benefits. He counsels plan sponsors on matters involving tax-qualified retirement plans, including traditional pension plans, as well as welfare and fringe benefit programs. Sean represents clients before the IRS, DOL and Pension Benefit Guaranty Corporation (PBGC) on a broad range of employee benefits issues.
Sean also advises organizations on the employee benefits considerations that arise in mergers and acquisitions. His work includes helping companies identify and address benefits-related issues in transactions and ongoing plan administration.
Executive Compensation. He negotiates and drafts equity, change-in-control, deferred compensation, employment, bonus and other compensation-related agreements and plans. Sean also advises clients on related public disclosure statements, helping organizations address the legal considerations associated with executive compensation arrangements.
Representative Experience
- Counseled and advised a publicly traded Employee Stock Ownership Plan (ESOP) sponsor in connection with the sale of a sponsor to a private equity fund
- Represented a healthcare management and billing company in structuring and execution of a sale of 100 percent of the company's stock to an ESOP
- Provided counsel to an ESOP trustee during the sale of a cold-food-storage ESOP sponsor to a third party
- Counseled a national security engineering and information solutions firm during multi-stage transactions, culminating in the firm being 100 percent ESOP-owned
- Represented a staffing company in an IRS audit of its ESOP, resulting in a favorable closing letter
- Counseled a publicly traded healthcare provider following 401(k) cyberattack, including mitigation of data breach, implementation of additional safeguards and communication with affected plan participants
- Negotiated with Pension Benefit Guaranty Corporation (PBGC) for assumption of trusteeship and payment of pension benefits for a home product manufacturer
- Represented a long-term care 401(k) plan sponsor in a U.S. Department of Labor (DOL) investigation of use of forfeitures and treatment of missing participants, resulting in a closing letter with no further DOL action
- Represented a multi-national manufacturer on restatement and modification of numerous pension and defined contribution plans, including collectively bargained plans
- Drafted and advised on a target benefit plan for an electric utility company
- Counseled and advised an administration committee for collectively bargained pension plan on such issues as plan investments, plan interpretation and eligibility
- Assisted a water utility district on interaction of profit sharing, 457(b) and pension plans sponsored by the district
- Counseled on all aspects of multiple employer retirement plan arrangement for alliance of educational institutions
- Advised an elementary school on church plan status of retirement plan
- Revised an investment policy statement and advised on investment manager relationship for the governing committee of a multiple-employer plan for independent colleges
- Advised a publicly traded healthcare provider on legal and market considerations for negotiation of multiple executive retirement packages
- Represented the chief executive officer of a healthcare company in negotiations of transaction bonus and severance agreements
- Represented a publicly traded healthcare company on 409A compliance issues for performance-based incentive programs for top executives
Credentials
- New York University School of Law, LL.M., Taxation
- University of Mississippi School of Law, J.D., cum laude
- University of Mississippi, B.A., summa cum laude
- Tennessee
- Exit Planning Institute, Nashville Chapter, Board Member
- American Bar Association
- The ESOP Association, National Advisory Committee on Fiduciary Issues
- National Center for Employee Ownership
- Tennessee Center for Employee Ownership, Board of Directors, Founding Member
- Community Resource Center, Board of Directors
- Proverbs 12:10 Animal Rescue, Board of Directors
- United Way Tocqueville Society
- The Best Lawyers in America guide, Tax Law, 2024-2027
- The Legal 500 USA, Tax – U.S. Taxes: Non-Contentious, 2025, 2026