Employee Stock Ownership Plans

A full-service law firm with 10 offices nationwide, Lathrop Gage has built its ESOP practice by providing expertise, service and value to employee-owned companies, ESOP fiduciaries and ESOP lenders on a local, regional and national basis. Our client list includes some of the largest, most sophisticated and successful ESOP companies in the country. We provide seasoned and practical advice regarding corporate, finance, tax and ERISA issues involved in the structure, negotiation and consummation of complex ESOP transactions, and we regularly advise our clients on matters involving ESOP operations, corporate governance, executive compensation and fiduciary responsibilities. We are well-versed in the following:

  • ESOP purchases and sales
  • Trustee selection/ERISA fiduciary responsibilities
  • Exempt ESOP loans/other financing documents
  • Review of ESOP valuation reports
  • ESOP plan and trust documentation
  • ESOP operational advice
  • ESOP distribution policies
  • Repurchase obligation
  • Corporate governance and state law fiduciary duties
  • ESOP communication

Our work with ESOP companies has involved public as well as private companies in a variety of industries, including advertising, architecture, automotive, banking, chemicals, commodities trading, construction, defense, energy, engineering, financial services, health care, insurance, manufacturing, marketing, pharmaceuticals, printing, professional services, retail, security, telecommunications and trucking.

Representative Experience:

  • Provide ongoing counsel 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 more than $2 billion in value.
  • Provide counsel on a regular and recurring basis to companies in connection with the structure and documentation of corporate redemptions and tender offers in combination with ESOP purchases of stock.
  • Represented plan sponsors and plan fiduciaries in connection with litigation involving price drops of publicly traded company stock held by qualified retirement plans.
  • Provide counsel to several plan sponsors regarding the ERISA and securities law aspects of using participant 401(k) elective deferrals to purchase company stock.
  • Represented fiduciaries of ESOPs in connection with sales of stock in initial public offerings.
  • Established an ESOP for a public pharmaceutical company; advised on its ESOP operation and the purchase of $106 million of preferred stock.
  • Designed and implemented new ESOPs for some of the country’s largest construction companies.
  • Represented an ESOP-owned construction company regarding the sale of $115 million in stock.
  • Represented the fiduciary of an ESOP-owned construction company regarding the redemption of stock for notes and warrants.
  • Advised the fiduciaries of an ESOP regarding an $82 million sale of stock to a public telecommunications company.
  • Advised the fiduciaries of an ESOP in connection with a $25 million sale of stock to a public pest control company.
  • Represent a privately owned international security firm in connection with the establishment of an ESOP and purchase of stock from individual shareholders.
  • Represented individual owners of a large advertising agency regarding Section 1042 tax-deferred sales of stock to the ESOP.
  • Served as counsel to the fiduciaries of a convenience-store chain ESOP regarding corporate reorganization.
  • Services as an expert witness in nationally-known case involving an ESOP.

Representative Clients:

  • Amsted Industries
  • Applied Research Associates
  • Burns & McDonnell
  • First Bankers Trust Services
  • Garney Construction
  • GreatBanc Trust Company
  • HNTB
  • Inland Truck Parts
  • JE Dunn Construction
  • McCown Gordon Construction
  • Project: Worldwide
  • Reliance Trust Company (nka Argent)
  • StoneAge Tools