BENEFITS DIGEST

Sherry Porter of Bricker Graydon Wyatt reads the new employee stock ownership plan law as the start of a friendlier era, anchored by its recognition of good-faith reliance on an independent appraisal. The friendlier-enforcement framing is her assessment, and the law grants no immunity and repeals no fiduciary duty, so trustees still answer for how they evaluate the valuations they receive.

Lockton’s take on the employee stock ownership plan valuation law lands on what it doesn’t fix. A statutory framework for relying on a qualifying appraisal doesn’t end valuation litigation, because independence, assumptions and conflicts of interest are still where the cases get fought. The authors also separate the insurance consequences, with directors-and-officers and fiduciary coverage responding to different claims, and caution against expecting premiums to move right away. For selling owners and trustees, the message is that the law changes the framework, not the diligence.

Three days before trial was set to begin, the parties in the Envision employee stock ownership plan litigation told the court they had signed a term sheet on material settlement terms and are completing a full agreement, which they expect to execute by November 20, with a preliminary-approval motion requested for December 4. The court vacated the October 26 trial date. The October 23 notice discloses no settlement amount, and an agreement in principle is not a final settlement, let alone an approved one. The case, filed in 2021, had been heading to trial on claims about how the plan acquired company stock, so ESOP companies and trustees following the valuation-litigation wave lose the trial test and wait for the terms to become public.

SHRM’s report on the new employee stock ownership plan appraisal-reliance law collects practitioner reaction. The recurring caution is that statutory recognition of good-faith reliance on a qualifying appraisal is not a liability safe harbor and does not erase fiduciary duties, so trustees still have to evaluate the valuation they receive. Advocacy groups’ praise for the law appears as their assessment. The piece adds employer-side perspective to a law whose practical reach courts haven’t yet tested.

An independent appraisal doesn’t relieve an employee stock ownership plan’s fiduciaries of their own judgment. Bradley emphasizes that limitation in the Retire Through Ownership Act, which gives statutory recognition to good-faith reliance on qualifying appraisals while preserving prudence and loyalty duties and Labor’s rulemaking authority. For trustees and transaction advisers, the question remains whether the valuation deserves that reliance. The firm is cautious about treating the new language as broad protection from litigation.

Seyfarth sees meaningful protection for closely held employer-stock transactions in the Retire Through Ownership Act’s appraisal-reliance language. Its analysis focuses on what the new statutory treatment of adequate consideration could mean for employee stock ownership plans buying shares that have no public market price. Fiduciary duties remain, so a qualifying appraisal is not a substitute for a prudent process.

President Trump signed the Retire Through Ownership Act on October 15. It allows employee stock ownership plan fiduciaries to rely in good faith on independent appraisals of privately held company stock that follow established IRS valuation principles, and their other fiduciary duties remain unchanged. The valuation question has driven much ESOP litigation because the Labor Department never finalized its own regulation, and the law permits further DOL guidance without expanding the agency’s authority. The bill passed the Senate by unanimous consent and the House 401 to 14.

A Colorado federal judge ruled that participants challenging an employee stock ownership plan transaction do not have to prove overpayment as an additional element of their prohibited-transaction claims before the fiduciary must establish an exemption, the exception that permits an otherwise prohibited transaction. In Harrison v. Envision, the court applied the Supreme Court’s Cunningham decision to the allocation of proof at trial. Participants still must establish the prohibited transaction’s elements, and the court separately found their alleged overpayment injury sufficient for standing. The order sets trial burdens without deciding liability or awarding money.

Peter Sessions’s case-of-the-week treatment of [Bolton v. Inland Fresh Seafood](https://digest.theinnerfirm.com/docs/bolton-v-inland-fresh-seafood-opinion-2026-10-13.pdf) in his weekly roundup connects the full Eleventh Circuit’s decision that participants bringing statutory ERISA claims need not first complete the plan’s internal claims and appeals process back to the employee stock ownership transaction that started the case, a $92 million loan-funded purchase of the company’s stock. The same roundup summarizes a dozen other decisions across arbitration, fiduciary claims, discovery, benefits, and severance, including Kraft Heinz, Taylor, Watt, and Hannon. The Bolton ruling concerns statutory claims. The decision leaves the existing rules for benefit-denial claims unchanged, and the court left open whether plan terms demanding the internal process for statutory claims are enforceable.

Chief Judge Denise Casper dismissed the class action over BDO USA’s August 2023 employee stock ownership plan (ESOP) transaction, in which the ESOP bought 42% of the firm’s stock at roughly $100 per share for $1,242,025,992. Taylor argued that BDO’s 11.36% outside borrowing reduced participants’ share allocations. The court found that allocations instead depended on the ESOP’s separate loan, which carried a 3.96% rate. It also found that Taylor had not plausibly alleged overpayment or a valuation process compromised by misleading information. Without a plausibly alleged injury, he lacked standing to sue. The court agreed that an independent trustee “is not a whitewash,” distinguishing the cases Taylor relied on, and because this was the second failed complaint the dismissal is with prejudice. It is a standing ruling, not a merits endorsement of the valuation.

Cooley reviews the SEC staff’s October 15 interpretations on Form S-8, the registration statement for employee equity plans, covering awards granted before an initial public offering or in an acquisition, registration timing for restricted awards, fee treatment of forfeited awards, and share counting, with practice-oriented detail on when issuers can rely on the new positions. Staff interpretations are not rules, and the firm is careful to say so.

Seyfarth’s benefits blog reads the Retire Through Ownership Act as a long-sought answer to the valuation uncertainty that has dogged employee stock ownership plan transactions, with fiduciaries now expressly permitted to rely in good faith on an independent appraisal that follows the valuation principles of Revenue Ruling 59-60. The authors argue the change should reduce litigation pressure on good-faith reliance. The statute itself preserves ERISA’s fiduciary duties and the Labor Department’s rulemaking authority, so the reliance the firm describes still sits inside the duty of prudence rather than outside it.

Bradley’s B. David Joffe examines what the new valuation statute for employee stock ownership plans changes in practice for transaction committees. Good-faith reliance on an independent appraisal now has an express statutory footing, but independence, engagement process, and the handling of disputed valuation questions remain the ground where claims are won and lost, and the Labor Department keeps its authority to regulate. The piece treats the act as a process framework rather than immunity, which matches the statute’s own preservation of fiduciary duties.

Phelps Dunbar adds a transactional perspective on the new law for employee stock ownership plans, framing good-faith appraisal reliance as a process improvement for fiduciaries who still must understand the appraiser’s assumptions and exercise oversight. The firm is explicit that the statute is not immunity from imprudence claims. The firm’s advice is to treat the appraisal as a document to interrogate rather than a document to file.

Kaufman & Canoles’ fall update covers employee stock ownership plan valuations, retirement-plan amendments, written cafeteria-plan terms, educational assistance, and Trump accounts. The firm urges employers to check that their written cafeteria-plan documents match how payroll handles pretax premiums and that educational-assistance documents can accommodate inflation adjustments rather than hard-coding the existing $5,250 limit. It also advises documenting an independent appraisal process when relying on the new ESOP valuation law.

WilmerHale’s treatment of [Bolton v. Inland Fresh Seafood](https://digest.theinnerfirm.com/docs/bolton-v-inland-fresh-seafood-opinion-2026-10-13.pdf) situates the full Eleventh Circuit’s overruling of its exhaustion precedent among the other circuits that already declined to require plan-level review before statutory ERISA suits. The firm keeps the two standing limits in view, since benefit claims still go through the plan’s process and the court left open whether an express plan provision requiring exhaustion of statutory claims would hold. The underlying valuation allegations about the company’s employee stock ownership plan remain just allegations on remand.

Mayer Brown summarizes SEC staff interpretations issued October 15 on Form S-8, the registration statement for employee equity plans, covering fee calculations, awards granted before an initial public offering, acquisition-related awards, former employees, and reuse of unused restricted stock unit registration capacity. One useful nuance is that employer contributions and employee-directed purchases can take different fee treatment. A separate interpretation starts the two-business-day clock for Form 4, the insider transaction report, on the transaction’s local date, which matters for cross-border grants.

Fiduciaries of employee stock ownership plans, the retirement plans that invest primarily in the sponsoring employer’s own stock, may now rely in good faith on an independent appraisal of closely held employer stock when the appraiser follows the IRS’s established valuation principles. President Trump signed the Retire Through Ownership Act on October 15, and congress.gov records it as Public Law 119-124. The two-page [enrolled text](https://www.govinfo.gov/content/pkg/BILLS-119s2403enr/pdf/BILLS-119s2403enr.pdf) expressly preserves the fiduciary duties ERISA already imposes and the Labor Department’s rulemaking authority, and the change applies to determinations made on or after enactment. The House passed the bill 401 to 14 on September 16 after unanimous Senate passage.

Proskauer analyzes the full Eleventh Circuit’s [decision](https://digest.theinnerfirm.com/docs/bolton-v-inland-fresh-seafood-opinion-2026-10-13.pdf) in Bolton v. Inland Fresh Seafood, which overruled the circuit’s longstanding rule that participants must first use a plan’s internal claims and appeals process before suing on statutory ERISA claims such as fiduciary breach, in litigation over an ESOP’s alleged $92 million purchase. The firm keeps two limits in view. The ruling leaves the existing exhaustion rules for claims seeking plan benefits unchanged, and the court left open whether a plan provision expressly requiring exhaustion of statutory claims would be enforced. Predictions about Supreme Court review are the firm’s, not anything the opinion holds.

Husch Blackwell makes the succession case for employee stock ownership plans in breweries, distilleries and wineries, pointing to Harpoon’s 48% employee ownership and Switchback’s full conversion. The article weighs founder liquidity and tax advantages, including the C corporation seller’s deferral conditioned on 30% employee ownership and qualified replacement property, against independent valuation requirements, trustee duties and the repurchase obligation that comes due as employee-owners retire. Liquor licensing and tied-house rules add industry-specific complications.

Participants bringing statutory ERISA claims in the Eleventh Circuit no longer face the court-created requirement to complete a plan’s administrative claims process first. The full Eleventh Circuit’s Bolton decision overrules that part of its longstanding precedent in a dispute over an employee stock ownership plan’s allegedly overpriced stock purchase. The court found no statutory basis for requiring exhaustion of fiduciary-breach claims. It preserved the existing exhaustion rule for ordinary benefit claims and left mandatory contractual exhaustion provisions unresolved because the plan before it made the process optional. The decision returns the litigation for further proceedings; it doesn’t establish that the stock transaction was unlawful.

The full Eleventh Circuit’s decision in Bolton removes the circuit’s judge-made exhaustion requirement for statutory ERISA claims. Seyfarth focuses on the resulting need to review plan language and litigation strategy. The distinction matters because the court found this ESOP’s administrative process optional and expressly left open whether a plan could require exhaustion by contract. It also left the existing rule for ordinary benefit-denial claims alone. The decision reverses the dismissal and sends the case back for further proceedings; it doesn’t decide whether the challenged stock purchase breached a fiduciary duty. Sponsors reviewing mandatory language should treat its enforceability as an unresolved question, not as a replacement defense the court has already blessed.

Retirement Learning Center’s Case of the Week takes a question from a financial advisor and explains a trap in plan terminations. Terminating a 401(k) normally lets participants take their money, but not if the employer keeps or creates another plan. If any alternative defined contribution plan exists from the termination date through 12 months after the last dollar is paid out, the termination is not a valid reason to distribute employees’ salary contributions and certain other protected contributions. The restriction is about using termination as a distribution event, not a flat ban on replacing a plan. Some replacements don’t count, including an ESOP, a SEP, a SIMPLE IRA, a 403(b) and a 457(b) plan, and there is a narrow exception for a new plan that covers almost entirely different employees. The piece walks through a sponsor that wants to terminate in October, pay out by December and start fresh in January, which fails, and suggests a merger or transfer instead.

Cooley’s Alessandra Murata offers a practical guide to refresh grants, the additional equity awards companies give existing employees once their new-hire grants vest and the retention pull fades. Some companies make grants every year alongside performance reviews, keeping vesting schedules overlapping so employees always hold unvested equity. Others make larger grants every two or three years as initial awards finish vesting. Most skip the year-long wait before any shares vest that commonly applies to new hires. Options remain common at earlier-stage companies while restricted stock units dominate above roughly $1 billion in valuation. Sizing is the hard problem, typically solved with a percentage of the original grant, level-based guidelines or a target for total unvested value. The piece closes with the compliance basics, share reserve limits, securities law and the tax treatment that follows each equity type.

October is Employee Ownership Month, and McAfee & Taft’s Judy Burdg uses it to walk business owners through the ESOP as a succession tool. An employee stock ownership plan, or ESOP, is a retirement plan funded with company stock, which gives a retiring owner a built-in buyer, potential deferral of capital gains on the sale, and significant tax advantages when the company becomes wholly ESOP-owned. The obligations run alongside the benefits. An ESOP company must pay for annual valuations, maintain fiduciary oversight, repurchase shares when employees retire or take distributions, and keep enough cash flow to fund those repurchase obligations on top of normal operations.

Jeff Crowell of OpenArc and Brian McDonald of Grantd name the gap between equity plan administration and equity comprehension. Recordkeeper portals show employees what they own, when it vests and what transactions are available, but not what the award means for their taxes, cash needs or concentration risk, and employees tend not to ask, partly because the questions feel too basic and partly because selling company stock feels like oversharing with the employer. The authors argue for individualized guidance kept separate from plan administration, surfacing an approaching option expiration or a tax withholding shortfall before it becomes urgent, with a clean handoff to a financial adviser when an equity question becomes a household planning question.

BlackRock’s Future of Wealth report surveys 1,067 affluent and high-net-worth women alongside 409 advisers, 84 percent of them male, and finds the two groups describing different clients. Women rank growing wealth, preserving wealth and creating retirement income as their top priorities; advisers guessed preservation, supporting family and life transitions, and ranked growing wealth eighth. The biggest disconnect is where the money came from. 79 percent of the women say salary and career earnings built their wealth, while 63 percent of advisers assume inheritance and 62 percent assume marriage or partnership. With women projected to control $34 trillion in U.S. investable assets by 2030, BlackRock argues the workplace, with its equity compensation, plan savings and executive benefits, is where engagement starts.

Groom’s third whitepaper with Chubb maps two new fronts in litigation over mature employee stock ownership plans. One dispute concerns borrowing money within the company to finance a transaction involving the plan’s company shares. In Shipp v. Central States Manufacturing, participants claimed such a 2020 transaction, 2.2 million redeemed shares sold back to the plan through a $40 million, 30-year internal loan, diluted per-share value about 19 percent. The court granted the defendants summary judgment in March, treating the repurchase strategy as a corporate business decision rather than a fiduciary one and crediting the trustee’s modeling, advisors and independently negotiated price; no appeal followed. The second front attacks how mature plans invest the cash and other assets held alongside company stock, claiming the conservative allocations are imprudent and disloyal. Early results are mixed, and two cases have settled. The practical list for fiduciaries runs from pre-funding the repurchase obligation and documenting investment decisions for those accounts to periodic sustainability studies and checking that fiduciary coverage matches a class action that can cost millions to defend even in victory.

The ISO rules that trip people up in practice, collected in one place. Incentive stock options can go only to employees of corporations, require stockholder approval within 12 months of plan adoption, and must be designated as ISOs at grant. Favorable tax treatment generally requires holding the shares for more than two years after grant and more than one year after exercise. The annual limit covers options first becoming exercisable on up to $100,000 of stock, measured at its value when granted. Employees owning more than 10 percent of the company’s voting power face additional restrictions, including a higher exercise price and a five-year maximum option term. And if employees will only exercise at an exit and sell immediately, the favorable tax treatment evaporates in the early sale anyway, so plain nonqualified options would have been simpler.

The firm closes its six-part series with a checklist of its recommendations for executive pay. Review compensation arrangements before merger talks begin, when planning can still help, rather than at the closing table. Check deferred compensation documents regularly, because operating correctly under a flawed document doesn't prevent tax penalties. Confirm the valuations behind private-company equity awards. And calendar the 30-day window for a Section 83(b) election, the choice to be taxed on restricted equity when it's granted rather than as it vests. That window opens when the equity is transferred, and it can't be reopened. The firm also recommends modeling what executives will actually keep after taxes, since the headline number rarely matches the take-home result.

The EEOC has sued Scheels All Sports, the employee-owned sporting goods retailer, alleging its employee stock ownership plan discriminated by age. Under the policy the agency describes, employees 40 and over who didn't work 1,000 hours in a year were forced to sell their company shares, while employees under 40 who worked the same reduced hours kept theirs, a design the complaint attributes to stereotypes about which workers are worth retaining. The charging party, a 20-year employee in Reno, was required to divest after turning 40 and ultimately resigned. The suit pleads the Age Discrimination in Employment Act rather than ERISA, a reminder that benefit plan design answers to more than one statute. These are allegations in a complaint the agency filed after conciliation failed, and the company hasn't yet responded. Sponsors with hour-based or age-based distinctions in equity and retirement programs should look at which lines their plans draw and why.

An employee eligible for a distribution from a former employer's employee stock ownership plan can generally roll it into a 403(b) plan, the experts from Groom Law Group and CAPTRUST write, because an ESOP is a qualified plan and its eligible rollover distributions can move into a 403(b) that accepts rollovers under its terms. They add one caution. A distribution that includes employer securities can carry different tax consequences than a cash rollover, so the employee may want tax advice before moving the money. Administrators should check what the plan document actually says about which rollovers it accepts.

Employees can lose valuable stock options by missing the exercise deadline, especially after leaving a job, and Cohen & Buckmann writes for both sides of that problem. For companies, expirations create avoidable employee-relations, tax, securities, and administrative problems, and the menu of fixes differs by ownership. Private companies can offer net exercise, loans, repurchase windows, or introductions to secondary buyers, each with cash and disclosure costs, while public companies increasingly set expiring in-the-money options, those that let the employee buy shares for less than their current value, to exercise automatically. Two traps get special attention: an option expiring while the company has no current valuation of its shares leaves both sides guessing at taxes, and a departing employee's post-termination exercise window can shrink a ten-year option to a few months of decision time. For executives the advice is a checklist: before resigning, confirm the expiration date, how many options they can exercise, and the exercise mechanics, and remember the tax due at exercise can far exceed the exercise price.

The Retire Through Ownership Act has passed Congress and awaits the President's signature. It would give employee stock ownership plan fiduciaries a safe harbor for relying in good faith on independent appraisals that follow Revenue Ruling 59-60. Groom explains that those principles recognize a range of fair market values rather than a single exact figure, and that trustees needn't be valuation experts to rely on qualified appraisers. The safe harbor would apply to determinations made after enactment. Groom expects several years to pass before courts hear lawsuits over transactions covered by it.

The mechanics behind the First Thing, from the bill text. The new ERISA §3(18)(B) would let an ESOP fiduciary rely in good faith on a fair-market-value determination by an independent valuation expert or business appraiser who “relied upon the principles and methodologies set forth in Internal Revenue Service Revenue Ruling 59-60,” as the IRS amplifies and modifies it over time (weighted earnings, assets, and comparable-company analysis). Two caveats matter for counsel. The bill expressly leaves ERISA §404's prudence duties untouched, so the safe harbor would protect the price standard, not a sloppy process. And the Labor Department could still issue regulations. It would apply to valuations made on or after enactment.

Companies increasingly want contractors and other nonemployees, the rideshare driver, the influencer, the brand ambassador, to hold equity, and Foley's walk-through shows why that is harder than it sounds. The securities exemptions companies rely on for compensatory grants, Rule 701 and Form S-8, cover employees, directors and a narrow band of consultants, and a gig worker or Instagram influencer “may not fit neatly into any of those boxes.” The SEC proposed extending Rule 701 to platform workers in 2020, but the proposal was never finalized and cannot be relied on, and it never reached influencers on third-party platforms at all. On the tax side, incentive stock options are unavailable to non-employees, there is no withholding, and 409A pricing discipline still applies. The practical advice: confirm the recipient actually qualifies under existing exemptions, document the compensation arrangement in writing, tie vesting to completed work, and specify when the company can recover the award.

The Labor Department's longest-running ESOP valuation case is ending in two stages, and the second arrived last week. The 2019 complaint alleged that Reliance Trust, as trustee for the employee stock ownership plan of RVR Inc., the Mesa-based Cruise America RV company, let the plan overpay for company stock by tens of millions of dollars in a $105 million 2014 purchase. The trustee relied on an appraiser that was not truly independent and ignored red flags, per the complaint. Stage one came in 2023, when Reliance exited through a consent judgment that recovered $22.5 million, including $20.4 million in restitution. Stage two is the news. The claims against RVR's board members had kept running, and on September 10 those parties filed a notice of settlement with a joint motion to stay. Judge Silver stayed all proceedings, discovery included, until November 9 while the papers are finalized. Terms of the board members' deal are not yet public.

A concise refresher on the mechanics behind a routine piece of equity compensation. In a net settlement the employer withholds enough vesting shares to cover payroll and income taxes, delivers the rest, and sends the cash equivalent of the withheld shares to the IRS and state authorities. Four considerations come first. The company needs cash on hand, because it pays the tax authorities directly. Net settlements for Section 16 officers must be structured as exempt under Rule 16b-3, which generally means advance board or compensation committee approval, so many companies hardwire automatic net settlement into award agreements or confine it to open trading windows and Rule 10b5-1 plans. The equity plan and award agreement must both authorize the practice. And a timely Section 83(b) election takes net settlement off the table, since the taxable event moves to grant, before any shares have vested.

Final approval closed four years of litigation over the proprietary Janus Funds in the company's own 401(k) and employee stock ownership plan. The certified class covers everyone invested in any Janus Fund from September 2016 through May 2026; notice reached 98.26 percent of the 2,189 member class and drew zero objections, with Fiduciary Counselors signing off as independent fiduciary. A companion order awarded exactly one third in fees—$2,166,666—plus $372,708.92 in expenses and $15,000 service awards to each of the three named plaintiffs.

A read of the settlement agreement and supporting declaration filed September 3 fills out the picture behind the $5.55 million Russell family settlement reported yesterday. All four settlements in the case, counting the earlier deals with Denise Wyatt, Dennis Long, and Argent Trust, total $14.55 million. The parties had stipulated that the plan's direct losses from the conduct on which the Russells were found liable came to $2,998,716.55, so the family's payment alone runs to nearly twice the stipulated direct loss. The agreement certifies a mandatory non-opt-out class of 394, funds in two equal installments tied to preliminary and final approval, lets class members elect tax-qualified rollovers, and sends any unclaimable residue to a nonprofit rather than back to the defendants. The release reaches the 2016 redemption transaction, the clawback agreement, and the Siemens sale proceeds.

The Russelectric ESOP case that produced May's 76-page trial decision reached its endgame in papers filed last Wednesday. The certified class of 394 participants asked the court to preliminarily approve a $5.55 million settlement with John, Suzanne, and Lisa Russell, reached through a JAMS mediator after the court issued its trial ruling but before it fixed damages on the claims plaintiffs won, the discretionary bonuses paid out around the ESOP's termination and the knowing benefit claims against the family. Class members receive shares proportional to their stakes in the ESOP, nothing reverts to the defendants, and counsel will seek a third of the fund plus $25,000 service awards for the four named plaintiffs who carried the case through a bench trial. A companion motion consolidates administration with the settlements reached by the case's other defendants, and an independent fiduciary will review the deal before the fairness hearing.

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