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Overview

Our Clients

Katten advises employee stock ownership plan (ESOP) and employee stock purchase plan (ESPP) sponsors, fiduciaries, and lenders. We represent both publicly traded and family owned businesses that utilize these plans in a variety of industries, including services, engineering and manufacturing.

Our Services

We help clients to fully realize the unique benefits that ESOPs and ESPPs offer to companies and their owners, including tax advantages for the financing of corporate acquisitions and capital improvements, stock purchases from retiring owners, succession planning, and charitable giving. ESOPs and ESPPs provide a market for the shares of closely held businesses and can motivate employees to achieve greater productivity and workplace satisfaction.

As we assist clients in using ESOPs and ESPPs, we guide them through the tax and other legal rules and requirements to ensure their compliance with tax, labor, securities and ERISA requirements, as well as the requirements of lenders and investors. Our counsel takes into account the overall impact that ESOPs and ESPPs will have on employee benefit programs, cash-flow planning and corporate governance.

We also assist companies, trustees and lenders in connection with the establishment, maintenance, sale and restructuring of employee ownership through an ESOP.

Experience
  • Assistance to a client in connection with its initial public offering, including advising on issues relating to executive compensation and benefits, specifically the adoption of equity incentive and ESPPs, preparing for compliance with additional tax requirements such as Section 162(m), and stock exchange rules.
  • Representation of the ESOP trustee that purchased 100 percent of the outstanding stock of a large footwear company, the partner of an international shoe designer and distributor.
  • Representation of the ESOP trustee in the purchase of employer securities in a newly formed ESOP of a global engineering, architectural and construction firm. This transaction resulted in hundreds of new employee owners. We assisted the trustee representing the company's employees in a variety of unique issues resulting from the ESOP's ownership of company stock, including, for example, (1) the trustee's fiduciary duties with respect to the exempt loan provisions of ERISA, fair market value rules and management compensation and (2) securing proper indemnities.
  • Representation of a company in the acquisition of all of the outstanding stock of a tool manufacturer by an ESOP.
  • Representation of the ESOP trustee in the sale of all of the outstanding stock of a lending services company to an ESOP.
  • Representation of an ESOP-owned recreational vehicle sales company in a restructuring and subsequent sale to a private equity fund.
  • Representation of an ESOP-owned flow control supply and service company in obtaining an ESOP loan.
  • Representation of the ESOP trustee in the sale of 100 percent of the stock of an ESOP-owned service provider to a strategic Fortune 500 company.
  • Representation of the ESOP trustee in the sale of all of the assets of an ESOP-owned product designer and distributor to a private equity-backed strategic purchaser.
  • Representation of the ESOP trustee in the sale of all of the stock of an ESOP-owned manufacturer to a private equity fund.
  • Representation of several ESOP-owned clients in connection with day-to-day issues that arise with respect to their ESOPs (compliance, repurchase obligations, etc.).

Recognition

Employee Benefits (ERISA) Law (Chicago), 2011–2017
Employee Benefits (ERISA) Law (National), 2012–2017
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Recognition

Employee Benefits (ERISA) Law (Chicago), 2011–2017
Employee Benefits (ERISA) Law (National), 2012–2017
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