With assistance from Kristi Gauthier, Ed Hammond, Peter Domas and Bishop Bartoni, Kevin Hendrick and Nicole Tersigni successfully defended an insurance priority dispute, resulting in an extremely favorable judgment for firm client, United States Steel Corporation’s ERISA-governed Retiree Benefits Plan. U. S. Steel Retirement Plan was joined as a third-party defendant in a pending dispute by a No-Fault Automobile Insurance carrier, which had been sued by a healthcare service provider for unpaid patient attendant care fees. The No-Fault Carrier claimed that the obligation to pay for these services under Michigan No-Fault law fell to U. S. Steel Retirement Plan, which covered the patient (who was a former U. S. Steel employee). Ed, Bishop, Kristi and Peter lent their expertise to Kevin and Nicole in interpreting alleged conflicting insurance priority provisions and explanations of benefits. Kevin and Nicole crafted a legal argument that ultimately led to summary disposition in favor of U.S. Steel Plan, and against the No-Fault carrier, saving U.S. Steel Plan from payment of the healthcare fees, and also reimbursing U.S. Steel Plan for benefits it had earlier paid by mistake, out of priority. As the No-Fault carrier had rejected the Case Evaluation award prior to the filing of cross motions for summary disposition, it also appears that attorney fees are recoverable for our client. Kristi and Ed on Employee Benefit law, Bishop on Michigan No-Fault law, and Pete on Health Care issues, proved to be unbeatable resources.
Employee Stock Ownership Plans
Our ESOP team delivers the know-how, value proposition, and client service commitment needed to represent all types of companies in the implementation, financing, and maintenance of an ESOP. Our lawyers are committed to helping clients realize their key business and tax objectives with their ESOPs. Among other areas, our ESOP team advises trustee clients by conducting thorough due diligence reviews, negotiating deal terms and transaction documents, and assisting the trustee in their role of establishing and negotiating the purchase price for a sale or acquisition of company stock. In addition, we represent lenders that finance ESOP transactions where we leverage our overall understanding of ESOP transactions to document and negotiate the terms and conditions of the credit agreements and advise on transaction structure, compliance with law, and material due diligence.
Our attorneys and other professionals have:
- Counseled clients (sponsors, trustees and shareholders) as to pros and cons of ESOP implementation; worked with clients to understand related issues (e.g., funding requirements, fiduciary responsibility, prohibited transaction rules, pass-through voting rights, related administrative and legal compliance issues, etc.)
- Assisted sponsoring employers, trustees, advisors and administrators with adoption, implementation and communication of ESOP plans
- Represented lenders in connection with negotiating, structuring and documenting ESOP loans
- Advised a regional manufacturer S corp with an ESOP regarding adjustments to ESOP distribution options and processes, as well as managing and funding repurchase liabilities
- Assisted a national rail transportation company to fix multiple plan document and administrative errors under company’s ESOP, and obtained compliance letter from IRS waiving excise taxes and other penalties
- Advised an ESOP company on refinancing its ESOP loan and restructuring its ESOP design in connection with reorganization of company’s business
- Counseled an ESOP trustee of a publicly-traded company regarding securities compliance and exemptions, as well as fiduciary issues, in connection with a going-private sale of the company’s stock
- Advised a publicly-traded diversified manufacturer on structuring dividend payments as deductible contributions to ESOP
- Advised an ESOP sponsor with respect to rebalancing and reshuffling guidance (IRS Technical Assistance Request 4)
- Counseled and assisted ESOP plan sponsors with Department of Labor audits
- Counseled ESOP trustees with respect to issues raised by Department of Labor and assisted with resolution of same
- On behalf of a successor independent ESOP trustee, worked with Department of Labor and selling shareholder/prior trustee to resolve ESOP sale valuation issues resulting in substantial sum being returned to ESOP trust
- Counseled an ESOP sponsor with respect to IRS voluntary compliance submission and related correction concerning IRC Section 409(p) failure
