Our Services

ESOP Team

Bryan Cave has a nationally-recognized practice representing trustees of Employee Stock Ownership Plans (or “ESOPs”), companies which are either wholly-owned, or partially-owned, by ESOPs, and private equity funds considering investments in ESOP companies.  Our team is often published in journals and regularly presents to professional and business groups regarding the use of ESOPs in areas such as succession planning, leveraged buyouts and merger & acquisition transactions.  Our litigators represent ESOP trustees and plan sponsors in lawsuits for breach of fiduciary duty or other violations of ERISA.  Bryan Cave lawyers also guide ESOP companies and fiduciaries through investigations by the Department of Labor and other governmental agencies.

ESOPs are useful as a corporate finance vehicle and a component of family business succession plans.  Companies of various sizes and backgrounds often seek the advantages of an ESOP, because of its potential significant tax advantages, the liquidity offered to the selling shareholders, and the collective benefit to the company and its employees of employee ownership.

Representative Matters:
  • Served as special counsel to a European multi-national corporation purchasing the stock of a U.S. corporation from an ESOP.
  • Developed an independent fiduciary mechanism for a transaction, in which assets from our client’s ESOP were transferred to the retirement plan of the purchaser.
  • Represented the institutional trustee of an ESOP with regard to the sale of stock of a defense engineering and contract business to a foreign public company.
  • Represented the owners of an ESOP company in the sale of the stock to a major U.S. health care corporation.
  • Represented the institutional trustee of an ESOP with regard to the sale of stock of a military contract business to a public company.
  • Represented the institutional trustee of an ESOP with regard to the sale of stock of a food processing and distribution business to a public company.
  • Represented the second generation of a family to implement ownership succession through an ESOP.
  • Represented the institutional trustee of an ESOP in the sale of stock of a restaurant franchise business to an strategic investor.
  • Represented the institutional trustee of an ESOP with regard to the sale of stock of a specialty building manufacturing and supply business to a public company.
  • Represented an engineering company with regard to the sale of shares by its key shareholders to an ESOP.
  • Represented the institutional trustee of an ESOP with regard to the sale of stock of a road construction and mining company to a private equity group.
  • Represented several ESOP clients in Department of Labor investigations and averted DOL prosecutions.
  • Successfully represented an ESOP trustee against claims for benefits and accompanying allegations of fiduciary breach.
  • Represented an independent ESOP fiduciary against claims for professional malpractice and fiduciary breach.
  • Obtained summary judgment for a company-sponsored ESOP and its trustees on claims for violation of ERISA’s Anti-Cutback and Significant Detriment Rules.

For additional information on Bryan Cave's ESOP practice please contact Lou Spelios at (404) 572-6796, Steve Schaffer at (404) 572-6830, Bard Brockman at (404) 572-4507 or John Goebel at (312) 602-5155.

Related Presentations

Portable Document Format (PDF)