Employee Stock Ownership Plans

One of the many benefits of Maynard Cooper’s full-service platform is our Employee Stock Ownership Plan (“ESOP”) practice. Our multi-disciplinary team regularly represents ESOP companies, shareholders, trustees, and lenders, and we provide ongoing ESOP legal counseling needs. We have counseled both public and private corporations, trust companies, and financial institutions on the use of ESOPs in many transactions over the years, including mergers, acquisitions, leveraged buyouts, stock repurchases, and ownership-succession transactions.

With years of experience working with public and privately held companies of all sizes from a wide range of industries, we have a deep understanding of the complexities and advantages of having a successful ESOP for accomplishing key business and tax goals. Whether our clients are using an ESOP as a part of their employee benefits offering, as a financial and business succession planning tool, or in a strategic corporation transaction, we help them navigate all aspects of the intricacies involved to deliver effective results. We then partner with our clients as needed to provide ongoing support on day-to-day ESOP operational issues.

From the company perspective, developing and implementing an ESOP can be time-consuming and daunting. Maynard Cooper’s team is highly skilled in all aspects of the process, from due diligence, feasibility, to design and drafting, enforcement, and regulatory compliance. We also have expertise unwinding and helping to turn around unsuccessful ESOPs.

Members of our Employee Benefits, Mergers & Acquisitions, Tax, Securities Regulation, and Commercial Finance teams frequently work seamlessly to make sure all ESOP-related avenues are thoroughly addressed. Maynard Cooper has long-standing relationships with valuation experts, CPAs, and lending institutions to help facilitate transactions. And when needed, we can provide defense litigation in lawsuits or regulatory enforcement actions.

Fiduciary and Trustee Experience

Maynard Cooper’s team regularly counsels fiduciaries in ESOP compliance matters, as well as on strategies aimed at reducing exposure to liability. We counsel clients on ESOP fiduciary governance structures, including formation and operation of plan fiduciary committees, and the need for an independent fiduciary. We advise on best practices to help fiduciaries comply with ERISA and effectively manage risk. We also have extensive experience representing both individual and institutional ESOP trustees in connection with their fiduciary role in an ESOP’s sale or purchase of company stock and with ongoing decisions. In a time when there is more focused attention by the regulatory agencies that oversee ESOPs, it’s important for ESOP trustees to have access to experienced ESOP legal counsel.

Lender Experience

Members of Maynard Cooper’s Commercial Finance practice assist companies, banks, financial institutions, and selling shareholders in ESOP transactions to ensure that loans are properly documented and secured – and that the ESOP complies with Internal Revenue Code and ERISA requirements. The lending team regularly provides counsel regarding the structuring of loan instruments, guidance on legal requirements, and the drafting of loan documents and security agreements, as well as implementation from start to successful closing.

Shareholder, Birmingham
May 29, 2020
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