McDonald Hopkins LLC

The flexibility and tax advantages of an employee stock ownership plan (ESOP) make it an ideal business strategy – even for closely held businesses. But without proper guidance, the structure, design, financing and implementation of an ESOP can be like navigating a complex maze. Whether your company is looking to offer a valuable employee benefit, to implement an effective corporate debt-financing plan or to establish a business succession plan, an ESOP may be the solution. Our attorneys regularly advise selling shareholders, trustees, lenders, investment bankers and other clients on all aspects of an ESOP, through every step of the process, including:

• Designing, financing, structuring, drafting and implementing ESOPs and trust agreements
• Making presentations to employees on the benefits in the ESOP
• Negotiating the loan documents and related security agreements
• Preparing corporate documents related to the implementation of ESOPs
• Preparing legal opinions for lenders regarding compliance with applicable laws
• Preparing and filling ruling requests with the IRS
• Specific business and legal issues of ESOPs
• Using ESOPs as a tax-advantaged business-planning tool
• Using ESOPs to finance the restructuring of a business, fund an acquisition or ward off a hostile takeover

If you are an ESOP trustee or lender, our attorneys can represent you with respect to your fiduciary responsibilities. These services include:

• Counseling with respect to the specific business and legal issues surrounding ESOPs and the impact on the lender
• Drafting loan documents and related security agreements
• Reviewing the plan to ensure that it’s prepared and implemented with applicable laws

 Representative Matters

• Representation of a chemical manufacturer in reviewing the establishment of an ESOP.
• Representation of a California construction company in terminating its ESOP.
• Representation of specialty parts manufacturer in purchasing the shares of the company from its ESOP and terminating the ESOP.
• Representation of 100% ESOP company advising the board of directors regarding trustee and ESOP management issues.
• Representation of a manufacturer of cushioning products in establishing an ESOP and acquiring a portion of the shares from several selling shareholders.
• Representation of a 100% ESOP company in advising the board of directors concerning management matters.
• Represented a Midwest manufacturing company in the redemption of its non-ESOP owners in order to become a 100% ESOP owned company.
• Represented a Midwest construction and engineering company in redemption of its non-ESOP shareholder to become a 100% ESOP owned company.
• Represented a sales and distribution company in an IRS audit of the ESOP.
• Represented a Midwest manufacturing company in an IRS audit of the ESOP.
• Representation of a manufacturer of aircraft and specialty aerospace component parts in the formation of an ESOP and the purchase of shares from its principal shareholder.
• Ongoing representation of transportation company based in the Midwest in the formation of an ESOP and the purchase of shares from its principal shareholder.
• Ongoing representation of multi-state floral supply wholesaler in the structuring, financing and implementation of an ESOP.
• Ongoing representation of one of the largest, non-ferrous ingot producers in the United States in the formation of an ESOP and the purchase of company shares from one of its principal shareholders.
• Ongoing representation of a privately held distributor of restaurant equipment in the structuring, financing and implementation of an ESOP.
• Ongoing representation of a large industrial machinery and equipment distributor in establishing an ESOP.
• Ongoing representation of a Midwest-based mail order supplier of educational materials in the formation of an ESOP.
• Ongoing representation of a privately held national display corporation in the structuring, financing and implementation of an ESOP.
• Ongoing representation of an Ohio-based manufacturer in the formation of an ESOP and the majority purchase from its principal shareholder.
• Representation of a shareholder in the sale of his shares in a privately held distributor of fluid power components to a newly formed ESOP.
• Representation of the trustees of a newly formed ESOP in the purchase of shares in a nationally recognized advertising and public relations firm from its principal shareholders.
• Ongoing representation of a distributor of engineered products in the formation of an ESOP and the purchase by the ESOP of shares from its principal shareholder.
• Representation of the manufacturing operation in the use of an ESOP to finance the construction of a new building facility.
• Ongoing representation of Midwest-based manufacturer of flooring products in the formation of an ESOP.
• Representation of the trustees of the ESOP of a publicly owned company involved in a stock tender.
• Representation of a leading national cosmetic manufacturer and retailer in connection with the termination of its ESOP.
• Representation of a bank in negotiating the loan terms and documents in connection with the purchase by an ESOP of the shares of a medical supply company.
• Representation of a regional bank in connection with a loan to an ESOP for the purchase of shares in a Midwestern die manufacturing company.
• Representation of a Midwest construction company on the sale of 100 percent of company stock to a third party ESOP.
• Representation of a regional bank in negotiating loan terms and conditions to an ESOP in connection with the purchase of shares in a gear manufacturing company located in the Midwest.
• Representation of a large privately held manufacturing company in the termination of its ESOP, repurchase of the shares and related employee benefits planning.
• Representation of a national bank in negotiating loan terms and conditions in connection with a loan to an ESOP for the purchase of shares in a growing technology company.
• Representation of a precision parts manufacturer based in the Midwest in the formation and design of an ESOP to purchase a portion of the shares held by a majority shareholder.
• Representation of a manufacturer and distributor of photo presentation packaging materials partly owned by an ESOP in its acquisition of another corporation.
• Representation of an insurance company based in the Midwest in the possible formation and design of an ESOP and the purchase of shares from a principal shareholder.
• Representation of a manufacturer of clamp and coupling devices with existing ESOP to purchase the outstanding shares of the company from the estates and trusts of former majority shareholders.
• Ongoing representation of distributor of engineering systems with an existing ESOP in the purchase of all outstanding shares from multiple shareholders.
• Representation of the trustees of an ESOP maintained by an insurance brokerage firm in the third party purchase of additional stock from the principal shareholder.
• Representation of a Midwest retailer in the use of an ESOP to facilitate the acquisition of a privately held company.
• Representation of a Midwest distributor in a second-phase ESOP transaction to establish the company as 100% ESOP-owned.
• Representation of the trustee of a Midwest automotive parts manufacturing company ESOP in connection with the purchase of additional company shares, and the negotiation of a merger transaction with an unrelated ESOP-owned company, with the planned subsequent merger of the two ESOP plans.
• Representation of a shareholder group in making and negotiating tender offer for shares of a West Coast food products company owned by an ESOP.
• Representation of a Midwest manufacturer of fasteners and various metal-formed products in the formation of an ESOP and the acquisition of shares from the majority shareholder.
• Representation of an engineering/construction company in the formation of an ESOP and the structuring of the buyout of the major shareholders of the company.
• Representation of a Midwest manufacturer in a second-phase ESOP transaction to establish the company as 100% ESOP-owned.
• Representation of the trustee of a Midwest construction industry supplier ESOP in selling the shares held by the ESOP and the termination of the ESOP.
• Representation of a growing metals fabricating and coatings business in evaluating and implementing an ESOP and other strategic and succession planning matters.
• Representation of the management group of an international manufacturer and distributor of watering systems and temperature control products for the poultry industry in a management buy-out transaction in which a newly created ESOP would also purchase shares from the principal shareholders.
• Representation of a bank in negotiating the loan terms and documents in connection with the purchase by an ESOP of the shares of a provider of residential housing and support services for individuals with mental and developmental disabilities.
• Representation of a shareholder group in the purchase of additional company shares of a food distribution company.
• Representation of a shareholder group in the purchase of company shares of a food distribution company from the ESOP.
• Representation of a Midwest architecture firm in a leveraged transaction to acquire stock from its selling shareholders.
• Representation of a Midwest business restructuring company in the establishment of an ESOP and the acquisition of partial ownership of the company.
• Representation of a Midwest company in completing the freeze of an ESOP.
• Successfully represented a national distributor of manufactured products in a Department of Labor audit of the ESOP and ESOP transaction.
• Representation of the purchaser of shares from an ESOP in a suit by an ESOP participant and in an investigation by the Department of Labor.
• Representation of a professional corporation in establishing an ESOP and acquiring a portion of the shares of the professional corporation from a selling shareholder.
• Representation of a Midwest manufacturing company in its ESOP’s second acquisition of stock from a family limited partnership.
• Representation of a 100% ESOP-owned company in the marketing and early negotiations of a potential sale of the company to an unrelated equity investor.
• Representation of a financial services company in establishing an ESOP and acquiring a portion of the shares from several selling shareholders.
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