Preparing for Strong Employee Stock Ownership Plans

Employee stock ownership plans (ESOPs) have numerous benefits as a corporate finance and employee benefits tool.  What should you consider to prepare for an ESOP?  Wondering what challenges or opportunities may lie ahead?

ESOPs offer tax-favored opportunities for owners of closely-held companies, creating a path to liquidity, establishing as robust succession plan and a strong benefit structure for attracting and retaining employees.

After attending this event, participants will be able to:  

  • Determine what should be considered when preparing for an ESOP
  • Understand the challenges and opportunities that lie ahead
  • Learn how to develop a plan that will create a path to liquidity
  • Learn how to establish a robust succession plan
  • Create a strong benefit structure for attracting and retaining employees

All attendees will receive the Bloomberg BNA Portfolio: ESOPs, #354-8th.*

Registration is now closed.


*One Portfolio per attendee. Quantities are limited.


Date & Time:
Wednesday, September 14, 2016
2:30 PM – 5:30 PM
Networking reception to follow.

Bloomberg LP
120 Park Ave.
New York, NY




2:30 PM     Welcome and Overview

2:40 PM     Is an ESOP Right for Your Company? How Do You Know? What Should You Know?
Explore the pros and cons of establishing an ESOP, including:

  • Tax incentives for the company and the seller(s)
  • How a typical ESOP transaction is structured
  • Corporate governance in an ESOP company
  • Cash flow, income tax and financial statement implications
  • How to evaluate whether an ESOP is the correct structure for your company’s succession plan, including valuation, financing, and day-to-day management considerations

Speaker: David R. Johanson, Partner, Hawkins Parnell Thackston & Young LLP

3:30 PM     Networking Break

3:40 PM  Valuation Issues in an ESOP Sale
Learn how valuation issues are addressed in an ESOP transaction, including:

  • Valuation requirements for ESOPs
  • "Put Option": How ESOP participants sell their stock in a closely-held company
  • Partial ESOP benefits and drawbacks

Speaker: Greg Fresh, Managing Director, Corporate Finance, Chartwell

4:30 PM     Networking Break

4:40 PM  Tax Incentives for ESOP Sellers to Defer Gain
Review how ESOP Sellers may utilize the Internal Revenue Code provisions to defer taxes on a sale to an Employee Share Ownership Trust:

  • Investment in Qualified Replacement Property
  • Financing of Internal Revenue Code Section 1042 tax deferral
  • Comparison with installment reporting
  • Technical Issues

Speaker: John N. Vitucci, Principal, Employee Benefit Services, PKF O'Connor Davies, LLP

5:30 PM     Closing Remarks & Networking Reception


  • GregFresh-Photo_177x177
    Greg Fresh, Managing Director, Corporate Finance, Chartwell

    Greg leads Chartwell’s Corporate Finance practice.  During the course of his 25+ year career, he has been involved in both sell-side, buy-side, and capital markets transactions in a variety of settings, both as an advisor and as a principal investor.  Prior to leading Chartwell’s corporate finance group, Greg was Managing Director at Bank of America Merrill Lynch Middle-Market M&A advisory group, where he was responsible for covering diversified industrial clients and ESOP advisory for the middle market.  Prior to BAML, Greg was a Managing Director at ABN AMRO’s North American Mid-Market Corporate Finance group, where he was responsible for M&A and general corporate finance, and established the ESOP Advisory practice for the investment bank.

  • John Vitucci-Photo_177x177
    John N. Vitucci, Principal, Employee Benefit Services, PKF O'Connor Davies, LLP

    John N. Vitucci is a Principal in the Employee Benefit Services Group of PKF O’Connor Davies, LLP and has more than 30 years of experience working with Fortune 500 corporations and investment banks in all areas of employee benefits, executive compensation and ERISA. John is currently an adjunct professor at Columbia University where he teaches Pensions & ERISA and Oral Communications for Actuaries in the Actuarial Master’s Program.

    John was a senior partner at Deloitte Tax LLP where he worked for 24 years. He was the National Employee Benefits Leader, Northeast Employee Benefits Leader and member of the Northeast Tax Management Committee. His primary focus was ESOPs, serving clients and the development of new employee benefit products. He was previously a pension specialist with the Employee Plans Division of the Internal Revenue Service.

    John has as spoken at numerous seminars on employee benefits, has published many articles, and has been quoted in numerous publications, including The Wall Street Journal, Forbes & the Financier. He previously chaired the Employee Benefits Committee for the New York State Society of Certified Public Accountants. He was the chairperson of Foundation for Accounting Education’s 1994 and 1995 Employee Benefits Conference. He was a contributing editor of the employee benefits column for The CPA Journal for 4 years.

  • David Johanson-Photo_177x177
    David R. Johanson, Partner, Hawkins Parnell Thackston & Young LLP

    David R. Johanson is Partner-in-Charge of the Napa office of Hawkins Parnell Thackston & Young LLP. He also has offices in San Francisco, Los Angeles, and New York to cover his national practice. Mr. Johanson assists clients in general corporate matters and in employee ownership, benefit, ERISA, and related business matters, with an emphasis on executive compensation, equity incentive plans, non-qualified deferred compensation, employee stock ownership plans (ESOPs), ESOP transactions, mergers and acquisitions (and related tax planning), and business succession and estate planning. Mr. Johanson has served as outside general counsel to numerous corporate clients over the past 28 years.

    Mr. Johanson also frequently appears on behalf of clients in business and employment-oriented defense litigation in state and federal courts throughout the country, before regulatory agencies, in tax controversies before the Internal Revenue Service and comparable state regulatory agencies, and in dispute resolutions of various kinds. Recognized nationally for his experience and expertise in the ESOP and executive compensation field, Mr. Johanson is a past chair (1993-1995 and 2005-2007) of the legislative and regulatory advisory committee of The ESOP Association. He also is a past chair of The ESOP Association’s advisory committee chairs council and former member of its board of directors.

CE Credits

CPE Credit(s): 3.0
CLE Credit(s): 3.0

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