Internal Revenue Code Section 409(p) (Section 409(p)) imposes significant obligations on S corporation Employee Stock Ownership Plans (ESOPs) with severe penalties for noncompliance.
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ESOPs & Equity Plans
Internal Revenue Code Section 409(p) (Section 409(p)) imposes significant obligations on S corporation Employee Stock Ownership Plans (ESOPs) with severe penalties for noncompliance.
Transactions involving an ESOP shareholder, and an ESOP trustee serving as fiduciary for participants, create complexity a private equity buyer will not find in non-ESOP deals. Foley maps the terms and issues unique to these acquisitions.
Cooley's alert examines how the proposed electronic delivery rules would affect employer disclosure obligations for equity compensation plans.
The fifth installment in the firm's executive compensation series turns to employment agreements, severance, and clawback provisions, following earlier parts on equity compensation, deferred compensation, Section 409A compliance, and the Section 280G golden parachute rules.
Federal courts have long applied a highly deferential “abuse of discretion” standard of review to claims for benefits under ERISA Section 502(a)(1)(B)—in other words, a court will uphold a discretionary fiduciary’s decision to deny benefits unless the decision was arbitrary or capricious.
The Seventh Circuit recently affirmed the trial court victory for GreatBanc Trust Company and Segerdahl Corporation’s (sg360°) Board members in the ESOP case, Rush v. GreatBanc Trust Co., et. al, ___ F.
The latest data reveals a striking paradox for the U.S.: start-ups are taking 10-12 years to reach exits, while employees in many sectors often stay for an average of just 2-3 years.
In Part 1, we introduced the executive compensation landscape and examined incentive stock options (ISOs) and nonqualified stock options (NQSOs).
If you’ve spent any time around startup equity, you’ve probably heard someone describe the standard 90-day post-termination exercise window as a “trap for the well-meaning employee”. That is a little dramatic, but not entirely wrong.
Employee shareholder challenges ESOP sale as undervalued, alleging trustees breached fiduciary duties; court affirms dismissal of all claims.
F.4th —-, 2026 WL 2071139 (7th Cir. July 17, 2026), the Seventh Circuit affirmed a defense judgment entered after a three-week bench trial in a suit brought by a participant in the employee stock ownership plan that wholly owned Segerdahl Corporation.
Happy Summer from the Kaufman & Canoles ESOPs, Benefits & Compensation team! As the weather heats up and we enjoy the longest days of the year, we have a few updates and reminders on the benefits front for your consideration
If you are considering selling your business, you may often believe that the only available option is selling to an unrelated third-party buyer, such as a competitor or a private equity fund.
In the past few years, several cases have been filed against ESOP fiduciaries who allegedly invested employer contributions in an ESOP’s other investment account (“OIA”) too conservatively. These
EBSA enforcement-priority shift: 'will not regulate through enforcement'; focus on significant-harm / bad-faith cases; pending and proposed ESOP valuation investigations reviewed against a fairness