Structuring M&A and Private Equity Transactions Involving ESOPs
Evaluating Advantages and Risks, Best Practices for Structuring the Deal

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Commercial Law
- event Date
Wednesday, February 19, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
The CLE course will examine the growing use of leveraged employee stock ownership plans (ESOPs) in structuring acquisitions, divestitures, and private equity sales under current market conditions and the higher interest rate environment. The panel will discuss the advantages and challenges of selling all or part of a business to an ESOP trust and best practices for structuring the transaction.
Faculty

Mr. Johanson assists clients in general corporate matters and in employee ownership, benefit, ERISA, and related business matters, with an emphasis on executive compensation, equity incentive plans, non-qualified deferred compensation, ESOPs, ESOP transactions, mergers and acquisitions and related tax planning, and business succession and estate planning. He defends ERISA fiduciaries, plan sponsors, selling shareholders, and investment advisers in ERISA litigation matters involving ESOPs and business transactions in federal and state courts throughout the country in a wide range of controversies covering ERISA fiduciary responsibilities, ESOP valuation disputes, disclosure obligations, investment issues, and tax matters. He has extensive experience in negotiating ESOP, ERISA, and other issues with government regulatory agencies and in representing ERISA fiduciaries in litigation. Recognized nationally for his experience and expertise in the ESOP and executive compensation field, he is a past chair of the legislative and regulatory advisory committee of The ESOP Association.

Mr. Jacob is engaged in general corporate practice, including various aspects of private merger, acquisition, divestiture and employee benefit matters. His practice also includes secured and unsecured lending transactions, asset securitization and structured finance, ESOP loans, initial debt and equity offerings, primary and secondary debt offerings, corporate reorganizations and restructuring, joint ventures and syndicated commercial financing transactions.

Ms. Mayer represents traditional and non-traditional lenders in structuring complex financing arrangements and concentrates her corporate practice on mergers, acquisitions, and general corporate matters. As trusted counsel, she helps clients navigate a variety of business, lending, and commercial transactions. Ms. Mayer represents commercial lending institutions and entities of all sizes, forming connections with each client to learn how to serve their individual needs. Armed with diverse experience and knowledge, whether it is a merger, acquisition, corporate governance issue, lending question, or matter related to Employee Stock Ownership Plans (ESOP), she is equipped to assist.
Description
ESOPs provide an alternative strategy for selling a business. ESOPs allow company owners to cash out of their businesses and receive pre-tax dollars that are deferred from taxation while simultaneously rewarding the employees who helped build the business. When structuring a deal, counsel should consider the advantages and risks of using leveraged ESOPs as an option for transitioning the ownership of a business. Counsel must also understand the mechanics of structuring a leveraged ESOP transaction.
The benefits of using ESOPs in structuring deals include the opportunity to execute a partial rather than complete sale, significant tax advantages, increased cash flow, strong employee benefits, and the ability to attract seller financing, including SBA loan incentives for eligible businesses. Drawbacks to the ESOP structure are the increased regulatory and compliance mandates by the Department of Labor (DOL) and Employee Benefit Security Administration (EBSA) that need to be addressed by an ESOP company and the potential for ESOP litigation.
Listen as our authoritative panel discusses the latest developments in the use of leveraged ESOPs as an option to move acquisitions, divestitures, and private equity sales forward in today's market. The panel will discuss the pros and cons of the structure and considerations for counsel when structuring deals with ESOPs.
Outline
- Current trends in the use of ESOPs to structure deals
- Tax advantages of ESOP transactions to selling shareholders, employees, and ESOP plan sponsors
- Non-tax benefits and risks of the ESOP structure
- Regulatory oversight by the DOL and EBSA with regard to ESOP transactions
- Best practices for structuring the transaction including private equity parties
Benefits
The panel will discuss these and other key issues:
- What are the latest trends in the use of ESOPs in structuring acquisitions, divestitures, and private equity sales?
- What are the tax and other benefits of using leveraged ESOPs in structuring deals?
- What are the downsides of the ESOP structure?
- What are the mechanics of structuring a leveraged ESOP transaction?
- What is the regulatory oversight of the DOL and EBSA with regard to ESOP transactions?
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