David R.  Johanson

Biography

David 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. David has served as outside general counsel to numerous corporate clients over the past 32 years. He 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. David represents corporations in shareholder and non-competition disputes. 

David 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, David 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. David was honored at the 17th annual conference of The ESOP Association as the outstanding committee chair for 1993-94. He also served for more than ten years as General Counsel to The National Center for Employee Ownership and on its board of directors.

Services

Education

  • University of Minnesota Law School  (J.D., cum laude, 1986)
  • University of Minnesota: Twin Cities  (B.I.S., summa cum laude, 1983)
  • Columbia College - Missouri  (A.L.A., 1980)

Bar Admissions

  • California
  • District of Columbia
  • Maryland
  • Minnesota
  • New York
  • Texas

Courts

  • Supreme Court of the United States
  • U.S. Court of Appeals for the Third Circuit
  • U.S. Court of Appeals for the Fifth Circuit
  • U.S. Court of Appeals for the Seventh Circuit
  • U.S. Court of Appeals for the Eighth Circuit
  • U.S. Court of Appeals for the Ninth Circuit
  • U.S. Court of Appeals for the Eleventh Circuit
  • U.S. District Court for the Eastern District of Wisconsin
  • U.S. District Court for the Western District of Wisconsin
  • U.S. District Court for the Central District of California
  • U.S. District Court for the Eastern District of California
  • U.S. District Court for the Northern District of California
  • U.S. District Court for the District of Colorado
  • U.S. District Court for the Northern District of Indiana
  • U.S. District Court for the District of Maryland
  • U.S. District Court for the District of Minnesota
  • U.S. District Court for the Eastern District of New York
  • U.S. District Court for the Southern District of New York
  • U.S. District Court for the Northern District of Texas

Professional Affiliations

  • The ESOP Association
  • The National Center for Employee Ownership
  • Rocky Mountain Employee Ownership Center
  • American Bar Association
  • Southern California Mediation Association
  • Santa Monica Bar Association
    • Panel Chair, Arbitration
  • Beverly Hills Bar Association
    • Panel Chair, Arbitration
  • State Bar of California
  • District of Columbia Bar
  • Maryland State Bar Association
  • Minnesota State Bar Association
  • New York State Bar Association
  • State Bar of Texas

Honors

  • Executive Compensation and Equity Incentivization Lawyer of the Year, California, Acquisition International (2019)
  • Marquis Who's Who Albert Nelson Marquis Lifetime Achievement Award (2017)
  • Continental Who’s Who in Law (2016)
  • AV Preeminent® Peer Review Rated by Martindale-Hubbell®

Charitable & Civic Involvement

  • Temporary Judge on a pro bono basis for the Los Angeles County Superior Courts
  • Driven Campaign Steering Committee, University of Minnesota Law School

Presentations

  • "Employee Stock Ownership Plans: Tax, Valuation and Legal Considerations for 2019," Webinar (September 2019)
  • "Business Succession through Employee Stock Ownership Plans," Minneapolis, MN (July 2019)
  • "ERISA Litigation Damages and Remedies: Principles, Methods and Best Practices," Webinar (May 2019)
  • "Maximizing Proceeds in Private Company Exits: ESOPs and Other Alternatives," Webinar (May 2019)
  • "Structuring Options for ESOP Transactions: Advanced Techniques for ERISA Counsel and Plan Sponsors," Webinar (February 2019)
  • "Maximizing Proceeds in Private Company Exits: ESOPs and Other Alternatives," Webinar (February 2019)
  • "Business Succession Planning with a Focus on Employee Stock Ownership Plans (ESOPs)," Atlanta, GA (January 2019)
  • “Structuring Options for ESOP Transactions: Advanced Techniques for ERISA Counsel and Plan Sponsors,” Strafford, Webinar (September 2018)
  • “Structuring M&A and Private Equity Sales Involving Employee Stock Ownership Plans,” Strafford, Webinar (June 2018)
  • "Managing Different Shareholder Constituencies in the Private Company Sale," Expert Webcast, Webinar (January 2018)
  • "Business Succession Planning involving Employee Stock Ownership Plans (ESOPs)," Save Me the Money Summit in Honolulu, Honolulu, Hawaii (October 2017)
  • "Business Succession Planning involving Employee Stock Ownership Plans (ESOPs)," Save Me the Money Summit in Kihei, Kihei, Hawaii (October 2017)
  • "2017 Significant Developments in Employee Stock Ownership Plan Explored!" The Knowledge Group, Webinar (September 2017)
  • "ESOPs, a Sale Alternative for a Middle-Market Company," Expert Webcast, Webinar (June 2017)
  • "Preparing to Make the Transition to Employee Ownership," Rocky Mountain Employee Ownership Center, Denver, Colorado (April 2017)
  • "The DOL’s Fiduciary Rule: How Prepared Are You?" The Knowledge Group, Webinar (February 2017)
  • "Structuring M&A and Private Equity Sales Involving ESOPs: Alternative Strategy in a Down Market," Strafford, Webinar (November 2016)
  • "Introduction to ESOPs – Preparing for Strong Employee Stock Ownership Plans," Bloomberg BNA, New York City, New York (September 2016)
  • “ERISA and Employment Litigation: Hot Topics, Developments and Beyond,” In-house CLE Series, Schaumberg, Illinois (June 2016)
  • “Hot Topics in ERISA Litigation Developments in 2016 and Beyond,” The Knowledge Group, Webinar (April 2016)
  • “M&A Update: ESOP Financing as a Viable Exit Strategy,” The Knowledge Group, Webinar (March 2016)
  • “Does Your ESOP Plan Support Your Business Plan?” Ohio Employee Ownership Center, Webinar (March 2016)
  • "Intro to ESOPs and Related ERISA Litigation," Texas Lawyer's In-House Counsel Summit, Dallas, Texas (February 2016)
  • "Is an ESOP Right for Your Company? How Do You Know? What Should You Know?," Taking Stock of ESOPs, Bloomberg BNA, San Francisco, California (December 2015)
  • "Intro to ESOPs and Related ERISA Litigation," Texas Lawyer's In-House Counsel Summit, Dallas, Texas (September 2015)
  • “Employee Stock Ownership Plans (ESOPs): Pros and Cons,” The Knowledge Group, Webinar (July 2015)
  • "Mature ESOP Issues RM," 29th Annual Ohio Employee Ownership Conference, Akron, Ohio (April 2015)
  • “Using ESOPs to Structure an Acquisition,” National Center for Employee Ownership, Webinar (June 2013)
  • “Is an ESOP Right for You?” National Center for Employee Ownership, Webinar (April 2013)
  • “ESOP Overview,” National Center for Employee Ownership, Webinar (December 2012)
  • “Using ESOPs as an Acquisition Strategy,” National Center for Employee Ownership, Webinar (June 2012)