Employee Stock Ownership Plans

Schiff Hardin's employee stock ownership plan (ESOP) practice is widely recognized nationwide. Our attorneys have been involved in hundreds of ESOP transactions, serving as legal counsel to clients all over the country. These transactions range from a few million dollars to nearly two billion dollars.

Clients

Schiff Hardin's attorneys act as legal counsel to companies in establishing ESOPs and in executing employee and management-led buyouts. Our clients have run the gamut from large publicly held companies to closely held companies with a single individual owner.

We frequently serve as the lawyers for institutional and individual trustees. In some cases, our representation is solely for purposes of completing a specific ESOP transaction. In other cases, our representation continues after the closing of the transaction, with our members representing the trustee with respect to continuing administrative and fiduciary issues.

Schiff Hardin also represents senior lenders and other lenders that are making loans to companies or ESOPs in leveraged ESOP transactions.

Industries

Schiff Hardin attorneys have represented companies in all lines of business, such as:

Architects
Banks and bank holding companies
Distributors and manufacturers' representatives
Home health agencies
Manufacturers
Nursing homes
Oil and gas distributors
Printers
Public utilities
Real estate managers
Restaurant chains
Security providers
Service providers of all types

This experience has given our ESOP attorneys in-depth knowledge of the business issues facing the companies in these industry segments.

Approach to ESOP Transactions

We counsel clients on:

Corporate law
ESOP design
Executive compensation
Finance
Securities law
Tax aspects of ESOP transactions

Our attorneys work as a team with accountants, business appraisers, financial advisors, commercial bankers, investment bankers, institutional trustees, private equity funds and other sources of capital, and third party administrative firms in order to design, document and execute transactions for our clients efficiently.

Government Audits of ESOPs and ESOP Transactions

Our attorneys have extensive experience representing companies and ESOP trustees in U.S. Department of Labor and Internal Revenue Service (IRS) audits of ESOPs and ESOP transactions. We have an in-depth knowledge of the legal issues surrounding valuation of closely held companies — issues that often are a focus of these audits. We also have years of experience with using the remedial programs of the Department of Labor and the IRS to correct mistakes and oversights in the administration of ESOPs.