Sale of Employee Stock Ownership Plans

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					Employee Stock Ownership Plans
Dean Mead’s ESOP Team counsels clients on all aspects of Employee Stock Ownership
Plans (“ESOP”), including the creation and administration of an ESOP; the use of an ESOP
as a business succession and/or estate planning tool for shareholders; structuring, tax
planning for and closing purchases of employer securities by an ESOP; tax planning for
limited liability companies and similar entities to convert to corporate status and adopt an
ESOP; and the representation of ESOP trustees and fiduciaries with respect to ESOP
transactions and ongoing ESOP administration issues.

Our ESOP Team assists clients at each stage of the development, implementation and
ongoing operation of an ESOP, including the preparation of the ESOP document and its
submission to the Internal Revenue Service; determination of the best tax and employee
benefit structure for an ESOP transaction; negotiations with bonding companies for
construction industry ESOPs; the review and/or preparation of bank financing documents
for ESOP transactions; preparation of all documentation for an ESOP stock purchase and
sale transaction; tax planning for Code Section 1042 tax deferral transactions; and ongoing
administration, compliance and corporate governance work.

The Dean Mead ESOP Team is comprised of experienced attorneys from a wide range of
disciplines including employee benefits, tax, corporate, banking, real estate and estate
planning, all working in concert to achieve our clients’ ESOP goals.

Members of Dean Mead’s ESOP Team have structured and closed the following ESOP
transactions:

   Sale of 30% of a general contractor’s issued and outstanding common stock from
    selling shareholders to a newly created ESOP.

   Redemption of 100% of the issued and outstanding common stock of a specialty
    contractor and simultaneous sale of 100% of its newly issued common stock to an
    ESOP on a seller financed basis.

   Conversion of a limited liability company into a corporation followed by a partial
    redemption and partial sale to a newly created ESOP of 100% of the issued and
    outstanding common stock of a specialty contractor on a partial seller financed and
    partial bank financed basis.

   Redemption of 100% of the issued and outstanding common stock of a manufacturing
    company and simultaneous sale of 100% of its newly issued common stock to an ESOP
    on a seller financed basis.

   Sale of 51% of a specialty contractor’s issued and outstanding common stock to an
    ESOP.
In addition, Team members have:

   Represented the ESOP of a publicly traded NADS AQ company including the ESOP’s
    sale of a portion of its employer securities on an underwritten basis.

   Represented numerous ESOP independent trustees and fiduciaries with respect to their
    ESOP purchase of employer securities from selling shareholders or the sponsoring
    corporation.

				
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