An Anatomy of a U.S. Department of Labor ERISA Fiduciary Investigation and Ensuing Litigation

January 11, 2022

In this presentation, David Johanson and Douglas Rubel will focus on how to structure ERISA-compliant deals involving ESOPs. This program will focus on failed theories by the DOL, including, without limitation, the DOL’s on a pre-ESOP transaction non-binding indication of interest that turned out to be irrelevant, a preliminary valuation for the ESOP plan sponsor that also proved to be irrelevant, a preliminary valuation by the ESOP’s independent appraiser that was accomplished prior to the formal retention of an independent fiduciary and trustee, detailed financial projections that the DOL challenged for seven years that turned out to spot on, the use of compiled financial statements for an ESOP valuation, and technical valuation errors by the DOL’s valuation “expert” and internal national office valuation “expert”, and factual mistakes by the DOL and its ERISA fiduciary “expert” regarding ESOP transaction and purchase price negotiations.