ESOPs are designed to provide a diversification/exit strategy and reward employees by allowing company owners to sell their stock to a retirement plan in a tax-advantaged way. Robinson Brog’s ESOP team is highly versed and experienced in the complexities of ESOPs, both leveraged and non-leveraged, and is able to apply the intricate ESOP rules to our clients' maximum benefit. Through our extensive knowledge of qualified plans and ESOPs, we provide creative and effective solutions to business owners of privately held companies interested in selling part or all of their businesses, as well as to business owners dealing with issues of business succession.
Robinson Brog’s ESOP group draws on a full range of resources to address the many issues that arise in the course of an ESOP transaction. In addition to our attorneys' and plan administrators’ expertise in the pension and ERISA area, members of our ESOP team have broad experience in corporate finance, lending, tax, and trusts & estates, all of which can impact ESOP transactions.
Serving as Special ESOP Counsel
For clients who wish to establish an ESOP, we:
- Guide the client on the structure of the transaction with a major goal to maximize tax benefits
- Assemble and oversee the ESOP team
- Advise on plan feasibility and design
- Prepare the plan, trust agreement, and all ESOP transaction documents
- Review and negotiate bank and related financing documents
- Draft legal opinions for the trustee, company and other parties to the transaction
- Prepare and file ruling and determination letter requests with the IRS and the Department of Labor
Serving as Trustee's Counsel
Robinson Brog frequently represents ESOP trustees and provides advice as to their fiduciary responsibilities under ERISA and under their trust agreements. As such we:
- Advise on compliance with legal requirements
- Perform due-diligence reviews of corporation whose stock the trustees are negotiating to acquire
- Review and negotiate stock acquisition agreements
- Review valuation reports and "adequate consideration" and fairness opinions prepared by financial advisors to the trustees
- Review the corporate governance of ESOP companies
- Advise as to how to respond to IRS and Department of Labor examinations and investigations
- Review plans and other documents to assure that they are prepared and implemented as legally required
Contact Robinson Brog Leinwand Greene Genovese & Gluck, P.C. :
To speak to an attorney at Robinson Brog about how an ESOP can meet your business needs and objectives, please call us at (212) 603-6300 or toll free at (800) 431-1473 to schedule a consultation.
