Rachel J. Markun


Rachel Markun advises clients regarding the corporate, tax and fiduciary issues relating to ESOPs and employee benefit plans. She has represented plan fiduciaries, employers and financial institutions in connection with legislative and regulatory initiatives relating to the Internal Revenue Code, ERISA, the federal securities laws, and the California tax laws. She has extensive tax expertise relating to tax-exempt entities including matters involving unrelated business tax issues and all aspects of retirement plan qualification issues. She represents retirement plan corporate sponsors in a variety of matters, including Internal Revenue Service audits and U.S. Department of Labor investigations.

Rachel has an active practice in addressing ERISA issues in litigation matters and in addressing regulatory matters involving ESOPs. She has extensive experience in substantive ERISA issues and in preparing defense strategies for ERISA cases, including privilege issues, co-fiduciary liability issue and damages issues. She counsels many ESOP companies and fiduciaries on a range of compliance, best practices and risk management issues. Rachel is a frequent lecturer and author on corporate, tax and fiduciary issues relating to ESOPs and employee benefit plans.



  • University of California, Hastings College of the Law  (J.D., 1981)
  • University of Chicago  (B.A., 1977)

Bar Admissions

  • California


  • U.S. District Court for the Northern District of California

Professional Affiliations

  • The ESOP Association
  • The National Center for Employee Ownership
  • National Employment Law Institute
  • Practicing Law Institute
  • Institute for Fiduciary Education
  • National Council of Investment Law
  • American Bar Association
  • State Bar of California


  • AV Preeminent® Peer Review Rated by Martindale-Hubbell®


  • "Executive Compensation in the 2019 Landscape: Best Practices You Should Know," The Knowledge Group, Webinar (August 2019)
  • "ERISA Litigation in 2019 and Beyond," The Knowledge Group, Webinar (April 2019)
  • "Exit Alternatives for a Middle-Market Company," Expert Webcast, Webinar (2018)
  • “ERISA’s Fiduciary Rule: What’s New and What’s Next,” The Knowledge Group, Webinar (2018)
  • “Pension Plan De-Risking: Tips & Strategies," The Knowledge Group, Webinar (2018)
  • “Mastering the Fundamentals and Developments of ESOP Valuation,” The Knowledge Group, Webinar (2017)
  • "How the ESOP Fits in Your Overall Benefits Package," Ohio Employee Ownership Center, Webinar (2016)
  • "Selling Your Company to Your Employees via an ESOP," 30th Annual Conference, Ohio Employee Ownership Center (2016)
  • "Prohibited Transactions Under ERISA: Obstructing Additional Taxes and Major Penalties," The Knowledge Group, Webinar (2015)
  • "Corporate Governance for ESOP Companies," ESOP Association Annual Meeting for the California/Western States Chapter (2015)
  • "Best Practices for ESOP Boards of Directors," NCEO Webinar (2015)
  • "Employee Stock Ownership Plans (ESOPs): Pros and Cons," The Knowledge Group, Webinar (2015)
  • "Might your ESOP Company Qualify to be Certified as a Specialized Business Enterprise?" NCEO Annual Conference (2015)
  • "Deferring Taxation Using the Section 1042 “Rollover”," NCEO Webinar (2015)
  • "Get the Most Out of Your ESOP – Communications for Employee Owners: Talking About the Transaction," NCEO  Denver Conference (2014)
  • "Governance Structures That Work for Employee-Owned Companies," NCEO Annual Conference (2014)
  • "Second-Stage ESOP Transactions – Legal and Fiduciary Issues," NCEO Webinar (2014)
  • "Strategic Planning for Your ESOP: Buying Out the Owner in Stages," NCEO St. Louis Conference (2014)
  • "Fiduciary Issues for Internal ESOP Fiduciaries: Key Fiduciary Decisions," NCEO Annual Conference (2013)
  • "Effective Boards of Directors: Best Practices in Governing an ESOP Company," NCEO Annual Conference (2013)
  • "Regulatory Audits, Investigations and Litigation," NCEO Annual Webinar (2013)
  • "Dealing with IRS Audits and DOL Investigations," The ESOP Association California/Western States Chapter Conference (2012)
  • "Lessons in Corporate Governance," The ESOP Association California/Western States Chapter Conference (2011)
  • "Designing Your ESOP: Handling the ESOP Repurchase Obligation," NCEO Annual Conference (2008)