Robert D. Grossman

Mr. Grossman practices in the field of general business law with special emphasis on executive compensation, qualified retirement plans, deferred compensation and employee stock ownership plans (ESOPs).

Mr. Grossman represents a number of companies ranging from small privately-held businesses to large, professional service organizations and publicly traded companies in connection with the design, drafting and operation of qualified retirement plans, executive compensation and deferred compensation programs, including such matters as executive employment contracts, annual incentive plans, long-term incentive compensation programs and equity-based incentive compensation programs such as stock options, stock appreciation rights, restricted stock, phantom stock and employee stock purchase plans.

Mr. Grossman is a nationally-recognized ESOP authority with extensive experience representing owners, management and fiduciaries of employee-owned companies. ESOP transactions have involved private as well as public companies in a variety of industries including advertising, architecture, automotive, banking, chemicals, commodities trading, construction, energy, engineering, financial services, health care, insurance, manufacturing, pharmaceuticals, printing, professional and other services, retail, security and telecommunications.

Representative Engagements:

• On-going advice to numerous ESOP companies, including some of the largest in the United States, regarding plan design, operational issues, fiduciary responsibilities, corporate governance and executive compensation. Plans range from approximately $1 million to over $2 billion in value.

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• Represented plan sponsors and plan fiduciaries in connection with litigation involving drop in price of publicly-traded company stock held by qualified retirement plans.
• Represented ESOP-owned construction company in connection with $100 million stock sale.
• Represented one of the largest construction companies in the United States in connection with the design and implementation of a new ESOP.
• Represented fiduciary of ESOP-owned construction company in connection with redemption of stock for notes and warrants.
• Represented publicly-traded pharmaceutical company in connection with establishment and operation of ESOP and purchase of $106 million of preferred stock.
• Represented fiduciaries of ESOP in connection with $82 million sale of stock to publicly-traded telecommunications company.
• Represented fiduciaries of ESOP in connection with $25 million sale of stock to publicly-traded pest control company.
• Represented privately-owned international security firm in connection with establishment of ESOP and purchase of stock from individual stockholders.
• Represented individual owners of large advertising agency in connection with Section 1042 tax-deferred sales of stock to ESOP.
• Represented fiduciaries of convenience-store chain ESOP in connection with corporate reorganization.
• Represented several plan sponsors in connection with the ERISA and securities law aspects of using participant 401(k) elective deferrals to purchase company stock.
• Represented fiduciaries of ESOP in connection with sales of stock in initial public offering.

Court Memberships

• Kansas
• Missouri
• U.S. Tax Court

Honors

• Finalist, 2007 Lawdragon 500
• Selected among The Best Lawyers in America®, 2008-2012
• Selected for Missouri/Kansas Super Lawyers, 2005-2011
• Kansas City Business Journal, Best of the Bar, 2006
• Martindale-Hubbell® “AV” Rating
• Phi Beta Kappa
• Member, UMKC Law Review
• Editorial Staff, The Urban Lawyer

Professional Affiliations

• Member of The ESOP Association
• Legislative and  Regulatory Committee Member of The ESOP Association
• Member of ESCA (Employee-Owned S Corporations of America)
• Member of ESCA Advisory Council
• Heart of America Tax Institute, Past Chairman

Publications

• Co-author, Converting Former Employees’ ESOP Accounts to Non-Stock Investments Requires Careful Planning, “91 Journal of Taxation 299,” November 1999
• Co-author, Protection of Retirement Assets From Creditors More Clouded Since Patterson v. Shumate, “Journal of Taxation of Employee Benefits,” March 1995
• Author, Rulings on Sales Proceeds May Create Serious Obstacle for ESOP Fiduciaries, “Journal of Taxation of Employee Benefits,” January/February 1995
• Co-author, IRS Rulings on Sales Proceeds May Create Serious Obstacle for ESOP Fiduciaries, “Journal of Taxation,” November 1994

Presentations

• Speaker, ESOP Legislative, Regulatory and Case Law Developments, National ESOP Association, Las Vegas Conference & Trade Show, November 2010
• Speaker, ESOP Plan Audits by the Internal Revenue Service and the Department of Labor, The Heart of America Chapter of The ESOP Association, August 2010
• Speaker, Legal & Legislative Update, National ESOP Association, Las Vegas Conference & Trade Show, November 2009 
• Speaker, Thorny Governance Issues, The Heart of America Chapter of the ESOP Association, Kansas City, Missouri August 2009
• Speaker, To Sell or Not to Sell, ESOP Association, Washington, DC, May 2009
• Speaker, ESOP Sustainability, ESCA Leadership Summit, Miami, Florida, February 2009
• Speaker, How and Why an ESOP Works, Heart of America Chapter of the ESOP Association, August 2008
• Speaker, The ABCs of Participant Voting, The ESOP Association, Las Vegas Conference & Trade Show, November 2007
• Speaker, Advanced S Corporation Issues, Heart of  America Chapter of The ESOP Association, 8th Annual Fall ESOP Conference, Kansas City, Missouri, October 2007
• Speaker, Stock Options and Other Equity-Based Compensation Alternatives, Enterprise Center of Johnson County, Lenexa, Kansas, May 2007
• Speaker, Lateral Transfer of Other Qualified Plan Assets to ESOPs, The ESOP Association, Las Vegas, Nevada, November 2006
• Speaker, Stock Options and Other Equity-Based Compensation Alternatives, Enterprise Center of Johnson County, Lenexa, Kansas, September 2006
• Speaker, ESOP 101 Workshop: Legal, Tax and Financial Basics, Heart of America Chapter of The ESOP Association, 7th Annual Fall Conference, Kansas City, Missouri, August 2006
• Speaker, Pros and Cons of Internal vs. External Trustees, Heart of America Chapter of The ESOP Association, 6th Annual ESOP Conference, Kansas City, Missouri, August 2005
• Speaker, Someone Wants to Buy Our ESOP Company, What Do We Do Now?  The ESOP Association Annual Conference, Las Vegas, Nevada, November 2004
• Speaker, Advanced S Corporation Issues, Heart of America Chapter of The ESOP Association, Kansas City, Missouri, September 2004
• Speaker, Business Succession Planning Using Employee Stock Ownership Plans, Shook, Hardy & Bacon, L.L.P. Seminar, Kansas City, Missouri, June 2004
• Speaker, Selected ESOP Operational and Administration Issues, Heart of America Chapter of The ESOP Association, Kansas City, Missouri, May 2004 
  Speaker, Advanced Financing Developments Involving ESOPs, The ESOP Association, Washington D.C., May 2004
• Speaker, Estate and Business Succession Planning Using ESOPs, The ESOP Association, Las Vegas, Nevada, November 2003
• Speaker, Is an ESOP Right For You?, 2003 ESOP Institute, Kansas City, Missouri, February 2003
• Speaker, ESOPs . . . Yes You Can! presented to Intrust Bank, N.A. and Kansas Venture Capital, Olathe, Kansas, January 2003
• Speaker, Fiduciary Responsibilities in a Post-Enron World, The ESOP Association, Las Vegas, Nevada, November 2002

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• Speaker, Estate and Business Succession Planning Using Employee Stock Ownership Plans, Overland Park Chamber Foundation, Overland Park, Kansas, November 2002 
• Speaker, ERISA & Executive Compensation Litigation in a Post-Enron World, Shook, Hardy & Bacon Seminar, New Orleans, LA, October 2002
• Speaker, Does An ESOP Make Sense for You?  Heart of America Chapter of The ESOP Association, Lake of the Ozarks, Missouri, October 2002
• Speaker, Corporate Governance in ESOP Companies, Heart of America Chapter of The ESOP Association, Lake of the Ozarks, Missouri, October 2001
• Speaker, Key Provisions of EGTRRA, Shook, Hardy & Bacon Seminar, Kansas City, Missouri, September 2001
• Speaker, Tax Relief Reconciliation Act of 2001: What Lies Ahead?, Kansas City Metropolitan Bar Association Tax Law Committee and Kansas City Chapter of the Missouri Society of Certified Public Accountants, Kansas City, Missouri, September 2001
• Speaker, Rewarding Key People in an ESOP Company, The ESOP Association, Washington, D.C., May 2001
• Speaker, ESOP Fiduciary Issues, Heart of America Chapter, The ESOP Association, Lake of the Ozarks, Missouri, October 2000
• Speaker, Estate and Business Succession Planning Using ESOPs, American Bar Association Tax Section Meeting, Washington, D.C., May 2000