How to sell a closely held business to its employees and reinvest the proceeds on a tax-deferred basis.

Selling To An ESOP - A comprehesive guide for owners, managers, and advisors of closely held companies

Scott Rodrick

Business & Money

The National Center for Employee Ownership

Stock Options: Beyond the Basics (Third Edition)

Tax Securities Sources for Equity Compensation 2005

The National Center for Employee Ownership: NCEO

Selected Issues in Equity Compensation 2007 Up-to-date, Authoritative Essays on Important Equity Compensation Topics NCEO

NCEO

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

Corey Rosen

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

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

An Introduction to ESOPS 13th edition

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

Dan Walter

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Books by Scott Rodrick