Vedder Price

Employee Stock Ownership Plans Vedder Service

Vedder Price attorneys have structured, implemented and executed many of the largest and most complex transactions involving employee stock ownership plans (ESOPs). Our clients have utilized ESOPs to:

  • Create shareholder liquidity on a tax-advantaged basis
  • Fulfill broad-based employee ownership
  • Enable management-led buyouts (MBOs) of subsidiaries, divisions, portfolio companies and businesses
  • Facilitate roll-up transactions
  • Implement private equity investments on a tax-advantaged basis

Our attorneys regularly represent institutional trustees and independent fiduciaries, employers, senior and mezzanine lenders, and private equity firms in a broad range of ESOP transactions. In addition to our ESOP transaction work, our attorneys frequently represent ESOP companies in ongoing compliance and regulatory matters, and our trial attorneys have successfully represented ESOP fiduciaries in notable cases.

You can expect market-leading legal skills and insights in structuring and executing ESOP transactions to navigate the broad regulatory landscape involving ESOPs. Our skills and experience have enabled our clients to take advantage of the tremendous benefits ESOPs offer to shareholders, companies, employees and investors.

Experience with ESOPs in a wide spectrum of contexts, including:

  • Shareholder liquidity transactions
  • Management buyouts
  • Sale transactions
  • 100 percent employee ownership structures
  • Roll-up transactions
  • Sales of subsidiaries, divisions and portfolio companies
  • Carve-out transactions
  • Plan-to-plan transfers
  • ESOP-to-ESOP acquisitions
  • Private equity transactions
  • Ownership succession and estate planning
  • Minority co-investment transactions
  • Structured equity transactions
  • Recapitalizations
  • Compliance with special rules for ESOPs and S corporations
  • Equity compensation structures for ESOP companies
  • ESOPs as shareholders of public companies
  • Integration of ESOPs with 401(k) plans (KSOPs)
  • Ongoing ESOP plan qualification advice
  • ESOP litigation
  • DOL investigations
  • IRS audits and tax controversy

Coordinated transaction guidance. ESOP transactions and related matters typically touch many areas of the law, including corporate and corporate governance, mergers and acquisitions, tax, banking, securities, employee benefits, ERISA, executive compensation, insurance and estate planning. We coordinate guidance and resources from across our various legal practice areas to provide a broad-based multidisciplinary approach to ESOP transactions and other matters.

Learn more about our capabilities: 

ESOP Finance

ESOP Litigation



Bradley C. Crawford


Marie H. Godush


Daniel B. Lange


Matthew P. Larvick


Jonathan Maude


Amal Rafiq


Daniel T. Sherlock


Patrick W. Spangler