Holland & Hart LLP

When used appropriately, employee stock ownership plans (ESOPs) can provide significant business succession planning and tax benefits. ESOPs are highly regulated structures, which require just the right combination of business and legal specialists who understand the whole host of issues involved in order to fine-tune the plan to a business's needs.

The ESOP team at Holland & Hart includes nearly a dozen legal practitioners with solid experience in mergers and acquisitions, employee benefits, tax, corporate law, banking, and financing matters. Together, we create a comprehensive ESOP structuring and advisory unit with deep experience in ESOPs and their related disciplines.

We counsel ESOP-owned corporations as well as ESOP fiduciaries. Our ESOP-owned corporation clients range from several dozen to several thousand employees. When we represent ESOP fiduciaries, the ESOP-owned corporation typically retains its existing counsel. Our team at Holland & Hart can provide advice regarding an existing ESOP or, under the right circumstances, can create an ESOP and structure a transaction to transition ownership from existing owners to the plan.

Our ESOP clients include businesses in virtually all industries, in particular retail, manufacturing, and services (companies with good cash flow, strong management teams, and an openness to employee involvement).

Mergers and Acquisitions and Exit Planning
We provide advice on matters relating to tax, Employee Retirement Income Security Act (ERISA), lending, and mergers and acquisitions, as well as services to companies that wish to become owned, in whole or in part, by an ESOP. These transactions include leveraged buyouts, redemptions, corporate stock repurchases, and private equity transactions. Our ESOP team can assist you in determining whether an ESOP is right for your business, and if so, how to best structure the transaction. We can assist in each phase of the transaction, including:

• design the ESOP and structure the ESOP transaction to take into account tax, employee benefits, and M&A issues;
• review and negotiate bank loan documents if the transaction is leveraged;
• prepare ESOP documents and related employee communication materials;
• coordinate with your appraisal expert, accounting firm, and ESOP administrator;
• prepare and negotiate stock purchase or stock redemption agreements, employment agreements, and related documents to effect the transaction;
• advise the ESOP-owned corporation or ESOP fiduciaries after the transaction regarding operational issues and fiduciary responsibilities.

Compliance
Holland & Hart attorneys also assist companies that are already owned, in whole or in part, by an ESOP with operational issues and fiduciary responsibilities. These ongoing issues often include:

• executive compensation, such as stock options or incentive programs;
• correction of operational errors in ESOP administration;
• amending plan documents for statutory and regulatory changes; and
• valuation issues.

Holland & Hart's Statement of Commitment to Diversity
We are proud of our tradition of fostering and maintaining a work environment in which the diversity of each individual is valued and celebrated. We believe that the contributions of each individual are essential to our continued growth and to our ultimate goal of providing excellent quality legal services to our clients, with greater creativity and innovation. We are committed to taking full advantage of the rich backgrounds and abilities of our people and to promoting a greater diversity whenever and wherever possible.

Diversity Pledge
Holland & Hart is committed to promoting diversity by:

• Making every possible effort to recruit, hire, retain, and promote diverse persons at all levels of employment.
• Promoting greater sensitivity to the value of racial, ethnic and other forms of diversity, through diversity and sensitivity coaching or training for law firm members.
• Inviting to partnership diverse attorneys who meet the requisite criteria.

Diversity Initiatives
The following are additional examples of our commitment and efforts toward supporting and achieving diversity:

• We make a conscious effort to ensure that women and diverse attorneys are included as voting members of our committees of importance within the firm.
• We work closely with law school deans and placement directors in an effort to identify women and diverse law students who are interested in working at Holland & Hart.
• Holland & Hart offers medical and other benefits to partners of gay and lesbian employees on the same terms as it does to spouses of employees.
• We created an Indian Law Practice Group and actively recruited Native American law students and lateral hires.
• Each year we contribute to such scholarship funds as the Colorado Native American Indian Scholarship Fund, the Sam Cary Scholarship Endowment Fund, the Colorado Asian American Bar Scholarship Fund, the Colorado Hispanic Bar Scholarship Fund, and the Colorado Women's Bar Association Scholarship Fund.
• In partnership with the University of Idaho School of Law, we sponsor a "Law by Day, Jazz by Night" each year for undergraduate minority students who have an interest in law.
• We took a leadership role in organizing and supporting the Colorado Pledge Group's Minority First Year Law Student Summer Clerk Program. Through this program, law firms agreed to add at least one diverse first year law student to their summer clerk program.
• We were involved in the creation of the Cross-Professional Business Networking Group, where diverse attorneys in our community can meet and network with non-attorney professionals of color. We view this as a way to help diverse attorneys increase their business development possibilities.

For more information regarding Holland & Hart's commitment to diversity, please contact Peter Houtsma at (303) 295-8259.