Sean Sullivan is a tax attorney in Holland & Knight's Nashville office and serves as the co-practice group leader of the Tax, Executive Compensation and Benefits Practice. Mr. Sullivan focuses his practice on Employee Stock Ownership Plans (ESOPs), employee benefits and executive compensation.

ESOPs. Mr. Sullivan regularly represents companies, sellers, trustees and lenders in ESOP transactions and ongoing ESOP administration. Mr. Sullivan has extensive experience in ESOP negotiations, Internal Revenue Service (IRS) and U.S. Department of Labor (DOL) compliance and fiduciary considerations.

Employee Benefits. Mr. Sullivan frequently represents plan sponsors on matters related to tax-qualified retirement plans, including traditional pension plans, as well as welfare and fringe benefit programs. He regularly represents clients before the IRS, DOL and Pension Benefit Guaranty Corporation (PBGC) on a broad range of employee benefit issues. Mr. Sullivan also advises clients on the many employee benefit issues that arise in mergers and acquisitions (M&A).

Executive Compensation. Mr. Sullivan regularly negotiates and drafts equity, change of control, deferred compensation, employment, bonus and other compensation-related agreements and plans, as well as related public disclosure statements.

Industry Focus. Mr. Sullivan has particular experience on the employee benefit issues faced by companies in the healthcare, life sciences, education and retail industries.

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


  • 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
Bar Admissions/Licenses
  • Tennessee
  • American Bar Association
  • The ESOP Association
  • 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
Honors & Awards
  • The Best Lawyers in America guide, Tax Law, 2024

Speaking Engagements