Employee Stock Ownership Plans (ESOPs)

Practice Group Chair: David R. Johanson

Our attorneys are recognized nationally as innovative leaders in the ESOP field. David Johanson and Rachel Markun have each practiced in this area for more than 30 years. We regularly advise shareholders, management, publicly-traded and closely-held corporations, family-owned businesses, financial institutions, investors and other parties in designing, implementing, and using ESOPs in transactions, including the following types of transactions:

Our experience ensures these transactions are negotiated in a manner to protect our clients’ interests and are fully documented to address the requirements that apply in  ERISA to such transactions.  We address the tax consequences of the transaction and the resulting post-transaction structure to protect the interests of our clients.

Agency Investigations and Agency/Participant Litigation

We advise businesses, management, banks, investors, trustees and shareholders in preparing for and responding to governmental investigations of ESOPs and other qualified retirement plans, including U.S. Department of Labor (“DOL”) limited reviews and investigations, Internal Revenue Service (“IRS”) audits and appeals, and U.S. Tax Court Petitions.  If these matters proceed, we defend these clients at the interview and administrative deposition stages of these proceedings.  We have an exceptional track record of completing early resolutions for hundreds of agency investigations that allow these matters to be resolved without the expense of litigation and the business disruption that such litigation can involve. When litigation is required, we are prepared to defend these matters vigorously and work to actively limit the risks associated with such litigation. 

Our attorneys are frequent lecturers and authors regarding corporate, tax and fiduciary issues relating to ESOPs.  They have been active leaders in the community for decades -- David Johanson is a former member of the boards of directors of The ESOP Association, and a past chair of the legislative and regulatory advisory committee and the advisory committee chairs counsel. He was General Counsel for The National Center for Employee Ownership for more than ten years and served on its board of directors for many years.

Download resources


Articles and publications



Previous Page

Related Practices

Practice Contact