Employee Stock Ownership Plans (“ESOPs”)


Whether we are working with a small, large, or mid-sized business, or with a developing or established ESOP company, our interdisciplinary ESOP team delivers holistic and comprehensive legal services to our clients and provides efficient planning opportunities.

Employee Stock Ownership Plans (“ESOPs”) are qualified retirement plans that provide current and future employees with beneficial ownership in a company. While ESOPs offer valuable tax and non-tax benefits for owners of privately held companies, ESOP transactions and matters can be significantly complex, potentially causing their development and administration to be overwhelming. Our team of attorneys assists clients in managing all challenges and capitalizing on all opportunities.

Blank Rome’s ESOP practice, an interdisciplinary team of attorneys with more than 70 years of experience representing clients with ESOP transactions; advising plan sponsors; and working with selling shareholders, lenders, fiduciaries, and other service providers. Our business-minded team works with clients to provide a comprehensive take on the implementation and execution of sustainable ESOPs. We deliver across-the-board representation to provide strategic solutions with our clients’ ESOP transactions and needs.

What Sets Us Apart

  • Ranked Tier 1 in 2023 U.S. News & World Report–Best Lawyers® (Woodward/White, Inc.) nationally and in Philadelphia for Employee Benefits (ERISA) Law. Also ranked nationally for Employment Law – Management and Litigation – Labor & Employment, and regionally for Employee Benefits (ERISA) Law, Employment Law – Management, and Litigation – Labor & Employment.
  • Chambers USA 2023 ranked Blank Rome in Band 1 for Employee Benefits & Executive Compensation in Pennsylvania and several of the team’s attorneys also recently received top-tier rankings.
  • Best Lawyers in America® recognize our attorneys for their work in Employee Benefits (ERISA) Law, Employee Stock Ownership Plans (ESOPs), Exempt Organizations, Pension, Health, and Welfare, Qualified Plans, Startups and Emerging Businesses, and Tax Law.
  • Experienced in the tax aspects of equity-related compensation, including Internal Revenue Code Section 409A.
  • Active in a variety of executive compensation groups, including the National Association of Stock Plan Professionals.
  • Several members of our group formerly worked at the IRS and the SEC and have relationships that can be leveraged to help resolve issues for our clients.
  • Several members of our group are former law professors, with experience teaching courses on employee benefits and executive compensation, ERISA, ESOPs, and taxation of deferred compensation.

How We Can Help

Blank Rome’s attorneys handle matters relating to every aspect of the design, implementation, operation, and termination of ESOPs across their entire life cycle. The areas where we counsel clients include:

Corporate Advice

We provide ongoing legal counsel to ESOP-owned companies, counseling them on the day-to-day administration and legal compliance issues unique to ESOPs. And we represent companies and independent fiduciaries in their respective roles as sellers and purchasers of company stock in ESOP transactions. Our practice includes leveraged and non-leveraged buyouts, mergers, acquisitions, and the structuring and financing of ESOP transactions involving financial institutions. A central part of our practice involves serving as special ESOP counsel for private equity firms in the purchase of, as well as co-investment in, ESOP companies. We also counsel clients with transactions and feasibility studies involving the purchase and sale of controlling and minority interests in privately held corporations to and from ESOPs, and in evaluating and mitigating fiduciary risk. After an ESOP transaction is complete, our team assists ESOP companies and their boards of directors in adopting best corporate governance practices as an ESOP company.

Our comprehensive legal services also involve the design and implementation of executive compensation arrangements that complement the ESOP structure, as well as strategic tax and corporate advice relating to the deferral of income tax on gains, operation of ESOP-owned S corporations and C corporations, and representation of banks and other institutional lenders in connection with ESOP financing. Our team provides advice on the financing of ESOP transactions in addition to representing financial institutions and borrowers in loans to ESOP-owned companies.

ERISA Regulatory

Blank Rome offers comprehensive Employee Retirement Income Security Act (“ERISA”) support, from helping ESOP clients design and manage retirement, health and welfare, and fringe benefit plans, to structuring corporate transactions, to advising on ERISA-related litigation and investigations. Our attorneys provide counsel on ESOP documents to ensure compliance with the legal and regulatory landscape involving the Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), the Securities and Exchange Commission (“SEC”), and the National Association of Securities Dealers. We also represent clients in negotiating and resolving IRS and DOL audits and investigations.

ESOP Litigation

Blank Rome’s team has extensive experience defending ESOP-owned companies and trustees in lawsuits involving complex ERISA claims.

Where litigation is necessary, our litigators apply a diagnostic approach to the operation of ERISA plans to ensure they are legally compliant; to correct any deficiencies with minimum disruption to operations; and, where necessary, to defend employers, plans, administrators, and fiduciaries.

Our litigation team is practical and aggressive, and committed to minimizing any business disruptions that litigation can cause. At every turn, we help our clients weigh all the risks and rewards and formulate the right approach to achieve their goals.


  • Counseling the institutional trustee of an ESOP in the acquisition of an executive search firm. The redemption and sale transaction involved senior credit facilities and structured subordinated debt for an enterprise value of $500 million, as well as the utilization of capital markets and a pre-closing reorganization. 
  • Representing the trustee of an ESOP in the sale of a company’s stock to a Swiss corporate purchaser for $240 million.
  • Representing a 100-percent ESOP-owned company in an IRS audit involving more than one billion dollars.
  • Representing a Texas oilfield services company in the sale of 100 percent of its equity securities to an ESOP in a leveraged transaction.
  • Representing a financial institution in negotiating and closing a $40 million credit facility to finance an ESOP trust to acquire the stock of a privately held company.
  • Counseling the trustee of an ESOP, as seller, in the sale of 100 percent of the outstanding stock of a Texas energy company to a large private equity buyer.
  • Representing an ESOP sponsor insurance company in a private equity investment and reorganization transaction.
  • Representing an ESOP sponsor trucking company in a 100 percent stock sale to a competitor for $300 million.
  • Representing a private equity firm in 30 percent investment of an ESOP company, valued at $150 million.