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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

    Wednesday, November 29, 2023

  • 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 on procedures and fiduciary responsibilities in employee stock ownership plan (ESOP) sales transactions, review recent court rulings, and offer tactics for handling litigation involving ESOPs. David Johanson 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

David R. Johanson
Senior Partner
Hawkins Parnell & Young

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. 

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Description

An ESOP is a tax-qualified defined contribution employee benefit plan that invests in the plan sponsor's stock. ERISA provides strict rules for trustees and fiduciaries of ESOPs, and transactions involving ESOPs may lead to regulatory investigations or litigation.

Many complex issues arise when an ESOP purchases or sells stock. ESOP fiduciaries face strict ERISA fiduciary standards that often involve valuation issues. Recent lawsuits concerning ESOP transactions involve claims that (1) selling shareholders sold their stock in the plan sponsor to the ESOP at an inflated price; (2) fiduciaries of the ESOP took insufficient action to protect the interests of participants, particularly when the plan sponsor faced financial difficulties; or (3) management or other purchasers bought the ESOP's shares for less than they were worth.

Counsel must understand key legal theories and potential defenses along with recent trends in ESOP litigation in order to effectively implement appropriate litigation strategies for clients.

Listen as our expert presenter 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. Key ESOP litigation tactics and missteps to avoid
  4. Best practices for defending and minimizing litigation

Benefits

The panel will review these and other key issues:

  • Recent ESOP litigation, including new theories of liability
  • Critical steps during an ESOP transaction to avoid litigation risks
  • Handling ESOP litigation and pitfalls to avoid, including important privilege issues in the evidentiary record for an ESOP transaction