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At Calfee, our attorneys recognize that every client, opportunity and problem is unique. That’s why our attorneys utilize their extensive experience to counsel clients on ESOP.

An employee stock ownership plan (ESOP) can be an attractive strategy for business owners that benefits the corporation, shareholders and employees. At Calfee, we use an interdisciplinary approach to provide our clients with seamless representation across all aspects of an ESOP transaction, i.e. ERISA, mergers and acquisitions, tax, commercial financing, estate planning and board counseling.

We know that understanding your business, and its competitive environment, is as important to a successful transaction as knowing the law, and our team keeps you, your business, and your objectives at the forefront when counseling clients on creating an ESOP and its ongoing operation. Through our experience and commitment to your business, we are also able to help you determine if an ESOP is best for you.

In addition to extensive experience with tax-qualified retirement and employee welfare benefit plans, we work with ESOP trustees, fiduciaries, sponsors and lenders on ESOPs and the use of ESOPs as tools of business planning and succession.


Calfee was selected for inclusion in the 2020 "Best Law Firms" rankings by U.S. News - Best Lawyers in America in several Corporate practice areas. 




  • A team consisting of attorneys from Calfee's Corporate and Capital Markets, Employee Benefits, Tax, Labor and Employment, and Capital Markets/Securities Transactions practice groups represented a client in the financial industry in forming a 100% S corporation ESOP, in a complex transaction involving the redemption of 100% of the outstanding equity, the sale of shares to the ESOP and the subsequent issuance of purchase warrants.
  • Using a team of Corporate and Capital Markets, Employee Benefits, and Tax lawyers, Calfee represented a client in the software industry in converting an LLC into a corporation and forming a 100% S corporation ESOP in a transaction utilizing interest rate replacement warrants.
  • Calfee’s Commercial Banking and Financing and Corporate and Capital Markets lawyers represented a commercial lender funding a first priority secured loan used to fund the creation of an ESOP.



Calfee's provides the following ESOP services to clients:

  • Alternative equity transfer techniques
  • Analysis of stock redemption issues
  • Assistance in obtaining appraisals and financing
  • Corporate governance and equity issues
  • S corporation ESOPs
  • Entity and transaction structuring
  • ESOP feasibility studies
  • Executive benefits structuring and modeling
  • M&A due diligence
  • Succession planning and executive compensation studies
  • Tax structuring and planning/preparation
  • Counseling lenders in ESOP transactions

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