This presentation will examine the advantages of utilizing an ESOP to create a glide path exit for business owners with a strong commitment to existing management and employees. The discussion will focus on the tax advantages of selling to an ESOP as well as the financial structuring that allows an owner to stay engaged with the business, remain CEO and Board Chair and sell his interests in an orderly process over a period of years. The presentation will address sales by C corps as well as S corps and the use of post transaction equity grants to allow for equity transfer to management employees beyond the required nondiscriminatory allocation of stock under the ESOP.
Jay Friedman, Wilkins Finston Friedman Law Group LLP
Jay Friedman has over 30 years of experience with the employee benefit aspects of mergers and acquisitions, all aspects of qualified retirement plans with an emphasis on the implementation and operation of private company leveraged employee stock ownership plans (ESOPs). In Jay’s ESOP practice he has implemented multiple private company ESOP’s on an annual basis for over a decade. These ESOP’s have been implemented for businesses ranging from insurance to construction, including both Subchapter S corporations as well Subchapter C corporations.
Jay also has extensive experience in the area of plan mergers and issues concerning collective bargaining agreements and the impact of multiemployer pension plans and the imposition of withdrawal liability. In the general tax area, he spends considerable time in all areas of deferred compensation taxation. In the tax qualified plan area, Jay’s practice focuses on assisting clients in handling correction of plan operational errors and failures to file under ERISA. Jay frequently assists clients under examination by the Internal Revenue Service in the employee plans area, as well as Department of Labor investigations involving clients in their capacity as plan sponsors and fiduciaries of all ERISA regulated plans, including ESOP’s. Jay also spends considerable time providing ERISA litigation support and has argued before the US 5th Circuit Court of Appeals on multiple occasions.
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