ESOP Seminar – Preparing for Strong Employee Stock Ownership Plans

December 8, 2015

Omni San Francisco | 500 California Street, San Francisco, CA

Join Hawkins Parnell & Young, LLP in partnership with Bloomberg BNA, MassMutual Northern California and One Wealth Management for this half-day seminar featuring tips from ESOP companies and experts who advise in the creation and management of them.

In a marketplace where attracting and recruiting good employees is critical, or as business owners explore alternatives to transform their closely-held companies, employee stock ownership plans (ESOPs) present excellent opportunities for business succession planning and offer tax-favored opportunities for the sellers of such closely-held companies to create a path to liquidity, as well as offer such companies a benefit structure for attracting and retaining employees. Congress originally created ESOPs to be both a critical corporate finance and employee benefits tool. What should you consider to prepare for an ESOP? Wondering what challenges or opportunities may lie ahead? 

At this event, attendees will:


2:45 p.m.   Registration
3:00 p.m.   Opening Remarks
Scott Mozarsky, President, Cross-Platform Businesses, Bloomberg BNA
David R. Johanson, Partner, Hawkins Parnell & Young, LLP
3:10 p.m.   Taking Stock of ESOPs – National Trends
Speaker: J. Michael Keeling, President, The ESOP Association
3:30 p.m.   Is an ESOP Right for Your Company? How Do You Know? What Should You Know?
What are the ESOP tax incentives for the company and the seller(s)?
How is a typical ESOP transaction structured?
How does management operate in an ESOP company?
What are the cash flow, income tax and financial statement implications?
How to conduct an ESOP feasibility study?
Speaker: David R. Johanson, Partner, Hawkins Parnell & Young, LLP
4:15 p.m.   How to Navigate Your ESOP Sale
Tax incentives for ESOP sellers to defer gain
Why tax-deferral for ESOP sellers allows most ESOP gain to be avoid
Vesting, distribution and diversification requirements
Seller financing considerations and opportunities
Investment strategies for the company and shareholders
Financing of section 1042 tax deferral
"Put Option": How ESOP participants sell their stock in a closely-held company
Speaker: Becky Miller, Director, RSM
5:00 p.m.   Keynote Interview with J. Robert McCourt, CEO & President, Round Table Pizza, Inc.
Interviewer: Joyce Cutler, Correspondent, Bloomberg BNA
5:20 p.m.   Closing Remarks
Jeremy Dicker, Founding Partner, One Wealth Management
Robert Fakhimi, President & CEO, MassMutual Northern California & Silicon Valley
David R. Johanson, Partner, Hawkins Parnell & Young, LLP
5:25 p.m.    Networking Reception


David R. Johanson, Partner, Hawkins Parnell & Young, LLP

David R. Johanson is Partner-in-Charge of the Napa office of Hawkins Parnell & 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 28 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, in tax controversies before the Internal Revenue Service and comparable state regulatory agencies, and in dispute resolutions of various kinds. 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 former member of its board of directors. 

Joyce Cutler, Correspondent, Bloomberg BNA 

Joyce Cutler is a 24-year veteran of Bloomberg BNA’s San Francisco bureau, covering legal and regulatory news in the Bay Area and Silicon Valley including intellectual property, electronic commerce, privacy and data security. A University of Utah graduate, Joyce worked for United Press International and California newspapers before joining BBNA. 

Jeremy Dicker, Founding Partner, One Wealth Management 

As a Founding Partner of One Wealth Management, a boutique financial services firm based in Santa Monica, Jeremy is acutely aware of putting people first. His vision has always been to help clients by implementing comprehensive financial planning, asset management and insurance strategies, within an ultra-high-touch environment, in which every client is made to feel as important as they really are. One Wealth is the realization of that vision, and it justly makes him proud. 

Jeremy’s passion for helping others extends beyond One Wealth. He is actively involved in the community, and wholeheartedly believes in giving both time and money to causes he supports. Jeremy is particularly interested in helping the disadvantaged get a fresh start, making sure children are not mistreated, and advancing financial literacy in Los Angeles and beyond. 

Jeremy is a member of the Association for Advanced Life Underwriters (AALU), the National Association of Insurance and Financial Advisors (NAIFA), the Entrepreneurs’ Organization, and is a Los Angeles Five Star Wealth Manager* which is awarded to the top advisors in the city. He resides in Playa del Rey with his wife, Brandi and their two kids. 

Robert Fakhimi, CEO and President, MassMutual Northern California  

As General Agent of MassMutual San Francisco since April 1, 2001, Robert Fakhimi has led the agency to 12 Chairman’s Trophy bowls (ten gold and two silver, including 2014) and 12 Crystal Achievement Awards, an honor he has earned every year since the award’s inception in 2003. The award recognizes agencies that have demonstrated solid performance and growth over the previous year. 

Bob joined MassMutual in 2001 after an 11-year career with Mutual of New York, where he last served as managing director of his agency. Prior to joining MONY, he earned a bachelor’s degree in finance from San Diego State University. 

J. Michael Keeling, President, The ESOP Association

J. Michael Keeling, CAE, is the President and Chief Staff Officer of The ESOP Association, a national trade association promoting the growth of employee ownership in America through Employee Stock Ownership Plans, or ESOPs. Since assuming his position in April 1991, the Association has experienced strong growth in membership and revenues, and is the largest organization in America dedicated to ensuring employee-owned companies are effective in operating their ESOP in an environment of ownership. He is also President of the Association’s affiliated 501(c)(3) educational and research foundation, the Employee Ownership Foundation. 

Prior to becoming President, Michael was General Counsel from 1984, during which time he maintained a private practice of law focused on legislative and administrative issues related to tax and retirement income policies. During the 1970's, he was Chief of Staff for the late Congressman J. J. Pickle of Austin, Texas.  Prior to that, he worked as an aide in several statewide campaigns in Texas, as a private consultant to labor and farm groups, and as an employee of the Texas State Legislature. He is a graduate of Yale University Class of 1969 and the University of Texas Law School, Class of 1971. The American Society of Association Executives has certified Michael as a Certified Association Executive. 

Robert McCourt, CEO & President, Round Table Pizza, Inc. 

Mr. McCourt joined the Company in 1996 as CFO. During his tenure he has held key leadership roles as the SVP of Business Development and Chief Operating Officer. In 2006, Rob was promoted to President, and in 2009 he became CEO, Jim Fletcher. Prior to joining Round Table Pizza, Rob worked for Pizza Hut, Burger King Corporation, and Grumman Corporation, holding various management and director positions. 

Becky Miller, Director, RSM 

Becky Miller has been involved with retirement plans since before ERISA was the applicable law!  She worked on her first ESOP plan in 1976.  She is currently part of the National Professional Standards Group of RSM US LLP. Her responsibilities include firm wide facilitation on tax, consulting and financial reporting issues for employee benefit plans, tracking and anticipating industry developments on retirement plan issues, training and public speaking. Over her career she has had the privilege to be part of the tax, benefit plan consulting and administration, and audit and accounting practices – all within the employee benefits industry and with a constant focus on Employee Stock Ownership Plans.  This has given her unique insights into plan operations and their impact on the plan sponsor.  

Becky has been actively involved with the AICPA for decades through the Executive Committee of the EB Audit Quality Center, EBP Expert Panel, the Audit Guide Revision Task Force, the 403(b) Task Force and the ESOP Task Force.  She served as the accounting industry representative on the ERISA Advisory Council from 1999-2002. She has a B.A. and an M.B.A., both from the University of Minnesota. Becky is an active member of the ESOP Association and the National Center for Employee Ownership. She also currently is privileged to service on Bloomberg BNA’s Pension & Benefits Advisory Board. 

Scott Mozarsky, President, Cross-Platform Businesses, Bloomberg BNA 

Scott Mozarsky joined Bloomberg BNA in March 2014 as President, Cross Platform Businesses. Previously, Scott held a number of leadership roles during a 13-year tenure in the UBM plc Group. As President – Media & Marketing Services for UBM Tech, Scott was responsible for building the marketing services business and driving the evolution of leading websites Information, EE Times, Dr. Dobbs Journal and Light Reading to an online community model tied to UBM Tech’s live events. As EVP, Chief Commercial Officer of UBM subsidiary PR Newswire, Scott oversaw commercial activities worldwide. Scott also served as EVP and Chief Operating Officer of CMP Media. From 2002-2009, he served as General Counsel and headed up M&A and corporate development globally for UBM’s subsidiaries in North America and Latin America. Scott earned his Bachelor of Arts degree in Political Science from Williams College and his J.D. from Fordham Law School. 


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