Employee Stock Ownership Plans

Morgan Lewis has one of the largest interdisciplinary teams of lawyers in the United States dedicated to advising companies, private equity groups, lenders, and fiduciaries involved with employee stock ownership plans (ESOPs). Our team is composed of lawyers with extensive backgrounds in the various legal disciplines—corporate, tax, insurance, financial institutions, employee benefits, securities, labor, litigation, and antitrust—that come into play in advising ESOP companies and in transactions involving ESOP companies.

The group is led by corporate lawyers who advise clients on mergers and acquisitions of ESOP companies and companies using ESOPs for shareholder liquidity, and counsel boards of directors of ESOP companies on their fiduciary duties. Regarding the Employee Retirement Income Security Act (ERISA), our team members advise companies and fiduciaries on regulatory matters affecting an ESOP, and counsel boards of directors of ESOP companies and fiduciaries involved in US Department of Labor (DOL) investigations or litigations.

We work to deliver strategic and creative ideas and solutions to complete ESOP transactions, resolve disputes, and address specific issues our clients face. Lawyers on our ESOP team are well versed in the rules and bodies of law that affect ESOPs:

  • Corporate members advise boards of directors, companies, private equity groups, mezzanine funds, senior lenders, and selling shareholders
  • Tax members represent companies in reorganizations, split-offs, Internal Revenue Code (IRC) Section 1042 transactions, and S corporation tax structuring
  • ERISA and labor members advise companies and trustees of ESOPs on regulatory compliance and matters handled by the Internal Revenue Service (IRS) and DOL
  • Litigation members advise companies and trustees involved in ESOP litigations and governmental investigations

Our team is very active in the National Center for Employee Ownership, The ESOP Association, the Employee-Owned S Corporations of America (ESCA), the National Association of Corporate Directors (NACD), the Association for Corporate Growth (ACG), and the Family Firm Institute (FFI). Team members hold leadership positions in these groups and participate in educational and lobbying efforts.