Employee Stock Ownership Plan Answer Book

Corey Rosen

Idelle A. Howitt

Aspen Publishers

Employee Stock Ownership Plans (ESOPs) are a powerful competitive tool to help businesses attract, retain, and reward the best employees and increase their productivity. Whether you are just beginning to consider employee stock ownership as a meaningful business strategy or are looking for ways to make your current plan more effective, turn to the Employee Stock Ownership Plan Answer Book for the facts, legal analysis and practical advice you need to make informed, strategic decisions! The Employee Stock Ownership Plan Answer Book gives you one-stop access to the latest laws and regulations governing ESOPs, including the applicable Internal Revenue Code provisions, the Tax Reform Acts of 1984 and 1986, and the Small Business Job Protection Act. You'll learn not just what the law says, but what you must do to ensure proper administration, compliance and reporting.

Employee Stock Ownership Plan Answer Book, Third Edition

Reference

This book describes the full spectrum of equity compensation plans (such as stock options, stock purchase plans, stock grants, restricted stock, phantom stock, and stock appreciation rights) available to private and public companies. 
 Unlike most books on equity compensation, it focuses not just on the tax, legal, and other technical aspects of such plans but also on helping decision-makers decide what kinds of equity to choose, and who should get how much and when. 
 The book also includes a CD-ROM with an audiovisual presentation by coauthor Corey Rosen on sharing equity with employees.

The Decision-Maker's Guide to Equity Compensation

Scott Rodrick

Pam Chernoff

Daniel N. Janich

Business

National Center for Employee Ownership

Although roughly 7,000 U.S. companies have an employee stock ownership plan (ESOP), many businesspeople are not well acquainted with them. ESOPs are often confused with stock option plans, which are something else altogether. They are not stock purchase plans; employees almost never buy stock through an ESOP. They do not require that employees run the company or even elect the board, unless companies want to structure themselves that way. Most people, in fact, would be well served by forgetting what they have heard or thought about ESOPs before starting to learn more about them. 
 The most common use for an ESOP is to buy the shares of a departing owner of a closely held company. Owners in C corporations can defer tax on the gain they have made from the sale to an ESOP if the ESOP holds 30% or more of the company's stock and certain other requirements are met. Moreover, the purchase can be made in pretax corporate dollars. In an S corporation, the tax deferral is absent, but a different tax advantage is present: no federal (and usually no state) income tax is owed on profits attributable to the ESOP-held shares. 
 ESOPs are also used to divest or acquire subsidiaries, buy back shares from the market (including public companies seeking a takeover defense), match 401(k) contributions, restructure existing benefit plans by replacing current benefit contributions with a leveraged ESOP, or simply provide an employee ownership plan for the company. 
 This book will teach you how ESOPs work in both C and S corporations, what their uses are, what the valuation and financing issues are, what the steps to set them up are, and much more. (Note: this book is about the U.S. ESOP, not the various types of plans called ESOPs in other countries.) 
This printing is from March 2018 and includes various minor updates throughout several chapters.

Understanding ESOPs

The ESOP Company Board Handbook

Michael Wade

Scott Rodrick John D. Schlichte Cecil Ursprung and Michael Wade Stephen P. Magowan

John Schlichte

Cecil Ursprung

Donald Rumsfeld famously said of the Iraq war that "There are known knowns. These are things we know that we know. There are known unknowns. That is to say, there are things that we know we don't know. But there are also unknown unknowns, the ones we don't know we don't know." He got a lot of flack for that, but what he said makes a lot of sense. He should have added one more, however: the unknown knowns, the things we think we know that we really don't. 
 The equity compensation industry is highly regulated, with many pitfalls for the unwary. This book contains some humorous and painful examples of what happens when otherwise competent and responsible professionals don't know what they don't know and fail to get advice before taking actions that result in consequences that range from the merely awkward to the downright serious. 
 This book is not a comprehensive compendium of all the things you shouldn't do. That list could go on and on. But it does try to cover the most common kinds of problems that occur, presented in the form of brief case histories, each followed by lessons on what should have been done. The chapters cover the following subjects: 
 Plan Design and Modifications Administration, Process, and Policy Culture and Cultivation Communication and Education Technology Tax and Law Accounting and Valuation Corporate Transactions

If I'd Only Known That

Jennifer George

Mark Miller

Mike Stevens

Takis Makridis

Dan Walter

Achaessa James

Bruce Brumberg

Jon F. Doyle

Steve Kifer

Kim Kovacs

Paul Leisey

David Outlaw

Robyn Shutak

Jim Sillery

Fred Whittlesey

Yan Zhao

kate-forsyth

Business & Money

The National Center for Employee Ownership: NCEO

Myths and misconceptions prevent many owners of closely held businesses from considering selling their companies through an employee stock ownership plan (ESOP). For many such owners, ESOPs have advantages in terms of tax, financial, and intangible issues that no other transaction method can offer. This book is designed to educate owners, managers, and advisors of closely held businesses on selling to an ESOP. It describes how ESOPs work and what the basic rules are; alternative sale strategies and how they compare to an ESOP sale; financing and feasibility; and the tax-deferred Section 1042 rollover, which has beneftted many selling owners over the years. Armed with this book, you will be able to make a more informed decision about selling to an ESOP.

Selling Your Business to an ESOP (9th Edition)

Michael Coffey

Loren Rodgers

Keith Apton

Ronald Gilbert

Joseph Rafferty

Kenneth Serwinski

Brian Snarr

Inside fiduciaries for ESOPs have substantial legal responsibility and risk. Making sure an ESOP complies with the law and the plan document is the best insurance against costly legal problems, and at the same time it builds trust and credibility for employee ownership among plan participants. This book is meant to provide an overview of life as an inside ESOP fiduciary. It alerts the reader to the key issues, including ESOP basics, fiduciary issues, valuation, valuation scenarios fiduciaries may face, board-trustee interactions, and fiduciary insurance. Appendices provide sample DOL investigative questions, a sample trustee engagement letter, and a sample trust agreement. The second edition of this book adds a great deal of new material and is over twice as long as the first edition.

The Inside ESOP Fiduciary Handbook (2nd Edition)

Merri Ash

Jeff Gelburd

For many companies, stock options, ESPPs, or ESOPs are not the only stock plans to consider. Instead, restricted stock awards, restricted stock units, phantom stock, stock appreciation rights (SARs), performance awards, and/or direct stock purchases are an essential part of their compensation strategies. This book/CD combination is an essential toolkit for everyone who needs to research or implement such plans. The book includes eight chapters on what the plan alternatives are, how they work, how to combine them, and the legal and accounting issues they raise. The authors include leading authorities from law firms, Deloitte & Touche, NASPP, and the NCEO. The book also includes a CD with set of model plan documents, most of them annotated, prepared by law firms. The plan documents are included in word processing formats (Microsoft Word and Rich Text Format) so you can easily edit and use them. In the 11th edition, chapters 1 through 4 and 7 have been revised and updated (as of late 2012) where needed. Additionally, every plan document included on the CD was updated except for the stock purchase agreement and the non-electronic administration version of the stock-settled SAR award.

Equity Alternatives: Restricted Stock, Performance Awards, Phantom Stock, SARs, and More, 11th ed.

Joseph S. Adams

Barbara Baksa

Daniel D. Coleman

Daniel Janich

David R. Johanson

Blair Jones

Kay Kemp

Martin Staubus

Robin Struve

The National Center for Employee Ownership

For many years, the most common advice on sharing equity with employees in a limited liability company (LLC) has been "switch to S corporation status instead." The argument was that it was too complicated to share equity in an LLC. Yet many LLC leaders want to share equity with employees and have very good reasons for retaining their company's status as an LLC. When we at the NCEO asked experts in employee ownership law if it were possible to share equity in an LLC, the usual response was "yes, but it is complicated."; No one seemed to want to go into too much detail about just what these complications were, however. 
 This book finally makes detailed material available on equity compensation in LLCs. It not only explains all the issues around LLC equity compensation but also includes a set of sample plan documents in digital format. 
 In the second edition, the book has been substantially revised and expanded. The chapter on equity interests in LLCs was completely rewritten and expanded by a team of experienced attorneys. The same team replaced the single plan document in the first edition of the book with a new, complete set of plan documents. Additionally, chapter 6 has been added, discussing communicating with employees about equity. Finally, the chapter on accounting has been updated.

Equity Compensation for Limited Liability Companies (LLCs), 2nd ed.

Teresa Y. Huang

Samuel W. Krause

Rachel J. Markun

Alan Nadel

Monica R. Patel

National Center for Employee Ownership (NCEO)

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