ESOP (Employee Stock Ownership Plans)
- Holland & Knight’s ESOP Group is highly skilled in all aspects of ESOP transaction planning and design, including ESOP formation, implementation, enforcement and regulation.
- We have been involved in ESOP transactions for public and private companies in a wide range of industries throughout the United States.
- Our team represents all parties to an ESOP transaction, including selling shareholders, companies, lenders and trustees.
- We assist clients in the use of ESOPs as a tool in the development and implementation of their objectives, such as attracting and retaining employee talent, financing ongoing acquisitions, share repurchase or infrastructure development, providing liquidity for shareholders wishing to dispose of their shares to provide funds for retirement, estate and succession planning or resolution of shareholder disputes.
Although they can provide significant tax and other benefits to corporations and selling stockholders, transactions involving Employee Stock Ownership Plans (ESOPs) can be highly complex, making their development and execution daunting to many companies. With substantial experience in ESOP-related transactions, the attorneys in Holland & Knight’s ESOP Group are dedicated to guiding you through the complexities to reach a successful conclusion to your ESOP transaction.
Whether you are a small or mid-sized business, a plan fiduciary or a lender, our ESOP Group – as well as knowledgeable attorneys in other Holland & Knight practice areas across the United States – are dedicated to working closely with you to ensure that your interests are met in every stage of the ESOP cycle, including estate planning, federal taxation, employee benefits, corporate finance, securities regulation and lending.
Small and medium-sized businesses that optimize their use of ESOPs – rather than using a generic ESOP– have a competitive advantage. Holland & Knight’s ESOP attorneys with in-depth ESOP transaction experience can provide you with a broad array of services in this area, including the following:
- reviewing ESOP due diligence feasibility and design, and considering alternative ESOP transaction structures
- preparing ESOP plan documents and trust agreements, transaction documents and ESOP loan documents
- conducting compliance reviews and advising on corrective action, as well as day-to-day operational issues
- counseling on ESOP participant claims and qualified domestic relations orders
- advising on ERISA reporting and disclosure issues that affect ESOPs
- representing ESOP parties in IRS or Department of Labor audits and investigations
Providing the Strategic Counsel You Need as a Fiduciary
If you are an ESOP trustee or other plan fiduciary, you can be assured that our legal team regularly counsels other fiduciaries in similar ESOP compliance matters, as well as on strategies aimed at reducing exposure to liability. Counsel from Holland & Knight lawyers is available in the following ESOP-related areas:
- corporate governance issues, the acquisition and sale of employer securities, and fiduciary insurance and other strategies to indemnify and protect individuals from personal liability as a result of serving as an ESOP trustee
- ESOP distribution policies and related repurchase obligation strategies
- IRS and U.S. Department of Labor audits and investigations
- the conduct of pass-through votes on major corporate transactions
- expert testimony in ESOP-related litigation, as well as litigation defense in lawsuits or regulatory enforcement actions
Guidance for Lenders
If you are a bank or other financial institution, or seller shareholders, you can rely on our attorneys' commitment to ensure that your loans are properly documented and secured – and that your ESOP complies with Internal Revenue and ERISA requirements. You can also count on us for counsel regarding the structuring of loan instruments, guidance on compliance with legal requirements, and the drafting of loan documents and security agreements, as well as implementation.
Holland & Knight ESOP attorneys have longstanding and ongoing participation in The ESOP Association, the National Center for Employee Ownership (NCEO) and the National Association of Stock Plan Professionals (NASPP), as well as our related educational and lobbying activities in the ESOP field.