Forming an ESOP

During my travels this week, I heard about ESOPs a couple times. The first was at the Schaumburg Business Association Leadership Lunch where John Costello shared his journey as a business owner of Cherry's Industrial. He went from sleepless nights and the weight of the world on his shoulders to a thriving company with financial transparency, employees that share and live out core values, a common destiny and a shake in the outcome of the company.

I then read the Sunday Daily Herald Business section. This got a little more in the mud on the good and bad of Employee Ownership. ESOP plans are growing in popularity as a great way for a business owner to exit (dailyherald.com)

An ESOP can take various forms, but generally setting one up involves creating a separate entity that's owned by a company's employees, with the ownership determined based on a variety of factors from compensation to tenure to job position. They can be complicated, but below outlines some steps.

​To form an Employee Stock Ownership Plan (ESOP) for a company, follow these steps:

1. Design: Determine the objectives and structure of the ESOP. Decide what percentage of the company's shares will be allocated to the plan and how those shares will be distributed among employees.
2. Consult Professionals: Seek guidance from professionals such as lawyers, accountants, and financial advisors experienced in ESOP formation. They can assist with legal and regulatory compliance, valuation, and plan design.
3. Valuation: Conduct a valuation of the company to determine the fair market value of its shares. This valuation is crucial for setting the price at which the ESOP will purchase the shares.
4. Trust Formation: Establish an ESOP trust, typically in the form of a trust agreement, which acts as the legal entity to hold and administer the shares on behalf of the employees.
5. Financing: Determine how the ESOP will finance the purchase of shares. This can be through cash contributions from the company or borrowing funds externally.
6. Plan Documentation: Develop a comprehensive plan document that outlines the rules and provisions of the ESOP, including eligibility criteria, vesting schedules, and distribution rules. Ensure compliance with relevant laws and regulations.
7. Employee Communication: Communicate the ESOP's purpose, benefits, and mechanics to employees, emphasizing how it aligns their interests with the company's success.
8. Purchase of Shares: The ESOP trust purchases the company's shares using the funds allocated for this purpose. This can be done directly from existing shareholders or by issuing new shares.
9. Ongoing Administration: Establish procedures to manage the ESOP, including record-keeping, annual valuations, and compliance with reporting and disclosure requirements. Consider appointing a trustee or forming a committee to oversee the plan.
10. Employee Participation: Allocate the shares among eligible employees according to the plan's distribution rules. Monitor and update employee accounts as per the vesting schedule and any additional contributions made to the ESOP.
11. Repurchase Obligations: If employees leave the company or retire, establish a mechanism for the ESOP to repurchase their shares at fair market value, providing liquidity to exiting participants.

It is important to note that forming an ESOP involves legal, financial, and regulatory complexities. Engaging professionals with expertise in ESOPs is crucial to ensure compliance and a smooth implementation process.