Employee Stock Ownership Plans

Danziger & Markhoff LLP's employee stock ownership plan (ESOP) team is highly versed and experienced in the complexities of ESOPs, both leveraged and non-leveraged, and is able to apply the intricate ESOP rules to our clients' maximum benefit. Through our extensive knowledge of qualified plans and ESOPs, we provide creative and effective solutions to business owners of privately held companies interested in selling part or all of their businesses, as well as to business owners dealing with issues of business succession.

Our firm's ESOP group draws on a wide range of resources to address the various issues that arise in the course of an ESOP transaction. In addition to our attorneys' and actuaries' expertise in the pension and ERISA area, members of our ESOP team have broad experience in corporate finance, lending, tax, and trusts & estates, all of which potentially impact ESOP transactions.

Serving as Special ESOP Counsel

For clients who wish to establish an ESOP, we:

• Provide guidance on the structure of the transaction with a major objective of maximizing tax benefits
• Assemble and oversee the transaction team
• Advise on plan feasibility and design
• Prepare the plan, trust agreement, and all ESOP transaction documents
• Review and negotiate bank and related financing documents
• Draft legal opinions for the trustee, lenders and other parties to the transaction
• Prepare and file ruling requests with the IRS and the Department of Labor (DOL)

Serving as Trustee's Counsel

We also frequently represent ESOP trustees in an ESOP transaction and advise them regarding their fiduciary responsibilities under ERISA and their trust agreements. As such we:

• Provide guidance on compliance with legal requirements
• Conduct due-diligence reviews of the business and legal affairs of corporations, the stock of which the trustees are negotiating to acquire
• Review and negotiate stock acquisition agreements
• Aid trustees in the review of valuation reports and "adequate consideration" and fairness opinions prepared by their financial advisors
• Assist in review of corporate governance of ESOP companies
• >Advise regarding how to respond to IRS and DOL audits and investigations
• Review plans and other documents to assure that they are legally prepared and implemented

ESOP Administration

Our firm's Plan Administrators have particular expertise with the administration of ESOPs. As a result, we provide recordkeeping and third-party administration (TPA) services both for ESOPs established by our attorneys, as well as for ESOPs established by others.  read more...