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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    ERISA

Date & Time
  • event Date

    Tuesday, April 29, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will guide counsel, advisers, trustees, and administrators on procedures and fiduciary responsibilities in employee stock ownership plan (ESOP) transactions and cover recent court rulings. The panel will discuss best practices in satisfying fiduciary duties in ESOP transactions, legal issues that arise, and lessons learned from recent cases to defend against and minimize litigation.

Faculty

Dylan Rudolph
Of Counsel
Morgan, Lewis & Bockius LLP

Mr. Rudolph represents plan sponsors, trustees, and other fiduciaries in a wide range of ERISA and employee benefit cases, including complex ERISA class actions involving 401(k) and 403(b) defined contribution plans, Employee Stock Ownership Plans (ESOPs), traditional defined benefit pension plans, multiemployer “Taft-Hartley” plans, and executive compensation arrangements. In addition to his litigation practice, he represents plan sponsors and fiduciaries in investigations by the US Department of Labor, Internal Revenue Service, and Securities and Exchange Commission, and advises fiduciaries on best practices and risk mitigation. Mr. Rudolph frequently speaks and writes on employee benefits matters. He serves as an advisory board member of The ESOP Association’s Legislative and Regulatory Committee, vice-chair of the American Bar Association’s Tort Trial and Insurance Practice Section, and co-editor of the ABA TIPS Newsletter.

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R. Joseph Barton
Managing Partner
The Barton Law Firm, LLP

Mr. Barton, the Managing Partner of the Firm has over two decades of experience handling a diverse array of complex and class litigation. He has a Martindale-Hubbell AV Preeminent Rating, has been selected every year since 2013 as a Washington, D.C. Super Lawyer, has a 10.0 rating from Avvo, and is listed in the Marquis’ Who’s Who in America as well as Who’s Who in American Law. 

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Description

An ESOP is a tax-qualified defined contribution employee retirement benefit plan designed to primarily invest in the stock of the sponsoring employer. ERISA imposes the highest duties known to law on trustees and other fiduciaries of ESOPs and also imposes duties on non-fiduciaries who are involved with the ESOP. Some transactions involving ESOPs have led to regulatory investigations and/or litigation.

Many complex issues arise when an ESOP purchases or sells employer stock or amends the Plan provisions regarding employer stock. ESOP fiduciaries face essential ERISA fiduciary standards and valuation issues. Non-fiduciaries also need to be cognizant of these issues if they engage in a transaction involving an ESOP.

Most lawsuits concerning these transactions typically involve (1) claims that selling shareholders sold company stock to the ESOP at an inflated price; (2) fiduciaries of the ESOP took failed to act to protect the interests of participants in connection with ESOP transactions; (3) buyers purchased the ESOP's shares for less than they were worth; (4) ESOP fiduciaries engaged in transactions prohibited by ERISA whereby either a fiduciary or a non-fiduciary benefited, sometimes at the ESOP’s expense or (5) the ESOP was amended to change the rules by which employees (particularly former employees) could remain participants or hold employer stock in the Plan.

Listen as our panel discusses best practices in satisfying fiduciary duties in ESOP transactions, legal issues that arise, and lessons learned from recent litigation to defend and minimize litigation.

Outline

  1. Fiduciary duties, policies, and procedures of ESOP transactions
  2. Recent court rulings and developments
  3. Fiduciary review process: projections, documentation, and reliance
  4. Valuation considerations
  5. Best practices for defending and minimizing litigation

Benefits

The panel will review these and other key issues:

  • Recognizing guidance for fiduciaries in ESOP transactions
  • Understanding the necessary policies and procedures to be followed by trustees and other fiduciaries of ESOPs
  • Understanding that non-fiduciaries can be held liable when they engage in transactions involving ESOPs
  • Lessons from recent ESOP litigation, including new theories of liability
  • Proper documentation of valuation reports and other due diligence
  • Critical steps during the fiduciary review process and mitigating the risk of litigation