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ESOP - Employee Stock Ownership Plans



Waller Lansden represents ESOP fiduciaries, plan sponsors and lenders in all aspects of employee stock ownership plan transactions and administration.  This includes ESOP design, leveraged and non-leveraged transactions, ERISA compliance and administration, fiduciary responsibilities, federal and state securities law compliance, ESOP litigation and investigations conducted by the Internal Revenue Service and the Department of Labor.  Our ESOP attorneys are committed to staying abreast with current trends in legal, financial and other ESOP developments and are active members of the ESOP Association.  We also maintain ongoing and active relationships with key service providers in the ESOP industry, including appraisal firms, financial advisors, ESOP administration firms, fiduciaries and legal advisors located across the United States.

Representative Experience
  • Represented a trustee in a $180 million leveraged acquisition of high-tech communications and aerospace manufacturing business. Transaction involved corporate redemption and seller financing. ESOP is 100 percent owner.
  • Advised the plan administration committee of a Fortune 1000 company with respect to diversification and investment restrictions in company stock fund.
  • Represented a local construction company in its multi-phase leveraged ESOP acquisition of stock from the founder of the company. Waller Lansden also arranged for and negotiated the financing for the transaction.
  • Represented sellers in the $25 million acquisition by a company controlled 100 percent by ESOP. The transaction involved pre-closing ESOP and section 1042 election by selling shareholders.
  • Represented a local company in its $30 million leveraged ESOP transaction for minority interest in a publicly traded corporation as part of tax-free reorganization.
  • Negotiated and settled a Department of Labor investigation of an ESOP trustee by obtaining contributions from co-fiduciaries for distribution to participants prior to bankruptcy.
  • Negotiated and settled a Department of Labor investigation of a local ESOP-owned company in the services industry involving stock valuation issues.
  • Represented the trustee of short-line rail carrier in the $20 million acquisition of an ESOP-owned company by a national rail system.
  • Established ESOP fiduciary procedures and counseled company in a shareholder proxy contest to control board of directors. ESOP was minority but largest stockholder.
  • Represented an independent trustee in a $12 million leveraged ESOP purchase of an equipment and supply retailer.
  • Provided counsel in numerous acquisition transactions involving ESOP-owned companies in financial services and other industries.
  • Represented a lender in $19 million leveraged ESOP transaction in the distribution industry.
  • Ongoing representations include five publicly-traded companies with leveraged and non-leveraged ESOPs and several large and mid-sized privately-held ESOP-owned companies.