Structuring Options for ESOP Transactions: Advanced Techniques for ERISA Counsel and Plan Sponsors

Program Number: 2920

Program Date: 02/27/2019

Description

An employee stock ownership plan or “ESOP” can be an extremely useful tool in terms of tax and employee benefits that it provides and in the contexts of business succession planning and corporate mergers and acquisitions. The design and structure of ESOP transactions and the administration of ESOPs in general, however, remain subject to heightened scrutiny. To help ERISA counsel, accountants, and corporate directors and officers understand the statutory and regulatory framework that governs ESOP transactions, our panel will discuss applicable laws and regulations impacting ESOP transactions, available regulatory guidance, and other critical considerations for structuring ESOP transactions. This program on advanced structuring alternatives for ESOP transactions will address the available financing alternatives for ESOP transactions, ESOP transaction structure alternatives, how management incentive plans may factor into transaction planning and procedures, clawbacks and earn-outs in ESOP transactions, and potential conflicts of interests in structuring ESOP transactions.

$95.00Audio CD Add to Cart $95.00Online Audio Add to Cart

Available in states

California, Colorado Eligible, Florida, Georgia, New Jersey Eligible, New York, New York - BOTH New and Experienced Attorneys, Texas Self Study

Credit Information

50 minute credit hour - 1.0 General CLE credit, based on a 50-minute credit hour
60 minute credit hour - 1.0 General CLE credit, based on a 60-minute credit hour

State Program Numbers

Credit Eligible for BOTH Experienced and New Attorneys in NY

Presenters


David R. Johanson, Esq.

Hawkins Parnell Thackston & Young LLP

David R. Johanson is Partner-in-Charge of the Napa office of Hawkins Parnell Thackston & Young LLP. He also has offices in San Francisco, Los Angeles, and New York to cover his national practice.

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, employee stock ownership plans (ESOPs), ESOP transactions, mergers and acquisitions (and related tax planning), and business succession and estate planning. Mr. Johanson has served as outside general counsel to numerous corporate clients over the past 32 years. Mr. Johanson also frequently appears on behalf of clients in business and employment-oriented defense litigation in state and federal courts throughout the country, before regulatory agencies (e.g., U.S. Department of Labor, California Labor Commissioner, and the U.S. Equal Employment Opportunity Commission), in tax controversies before the Internal Revenue Service and comparable state regulatory agencies, against felony criminal indictments in U.S. Federal Court, and in dispute resolutions of various kinds. Mr. Johanson represents corporations in shareholder and non-competition disputes. Mr. Johanson is a member of the Southern California Mediation Association and a frequent Lecturer for the University of Southern California Mediation Clinic. Mr. Johanson has actively served as a Temporary Judge on a pro bono basis for the Los Angeles County Superior Courts since October of 2009.

Mr. Johanson has defended 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, Mr. Johanson is a past chair (1993-1995 and 2005-2007) of the legislative and regulatory advisory committee of The ESOP Association. He also is a past chair of The ESOP Association’s advisory committee chairs council and is a former member of its board of directors. Mr. Johanson was honored at the 17th annual conference of The ESOP Association as the outstanding committee chair for 1993-94. Mr. Johanson served for more than ten years as General Counsel to The National Center for Employee Ownership and on its board of directors.

 

Roberta Casper Watson, Esq.

The Wagner Law Group

Roberta Casper Watson is the leader of the firm’s health and welfare group. Her practice is in the areas of ERISA and employee benefits, with a focus on pension and profit sharing plans as well as health and welfare benefits, including COBRA, HIPAA, and the Affordable Care Act. Roberta also concentrates in ERISA fiduciary decision making and employee stock ownership plans.

Within the employee benefits field, Roberta’s extensive experience goes beyond ERISA and impacts other areas of law. For example, she is skilled in determining how employee benefits affect family law and labor law, including the American Disabilities Act, the Age Discrimination in Employment Act, and the Family and Medical Leave Act. As a result, she applies specific provisions that must be integrated into benefit plans - so as to comply with these rules and satisfy government reporting requirements while fully informing participants. Additionally, she spearheads litigation when fiduciary breaches occur in employee benefit plans.

Roberta is an active member and a past chair of the American Bar Association Tax Section’s Employee Benefits Committee, the ABA’s Joint Committee on Employee Benefits (JCEB), the ABA Health Law Section’s Employee Benefits Interest Group, the Harvard Club, and Florida West Coast Employee Benefits Council. She is a member of the Tampa Bay Pension Council and is a charter member of the American College of Employee Benefits Counsel.

Prior to joining The Wagner Law Group, Roberta was a shareholder and senior member at a leading Tampa law firm.

 

Categories