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Program Details

Trends in ESOP Litigation

Content Partner:  Celesq AttorneysEd Center
Price: $200.00*
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Description: The ERISA rules regarding Employee Stock Ownership Plans (“ESOPs”) are complex and litigation regarding ESOP transactions continues to populate the dockets of the federal courts. These ESOP cases involve an extensive range of issues, including prohibited transaction and prudence claims and claims regarding the scope of monitoring obligations by appointing fiduciaries. Recent case filings by both the United States Department of Labor and private litigants presenting ERISA claims will be reviewed to evaluate trends in ESOP cases.
Presenter Bios
David R. Johanson is Partner-in-Charge of the Napa office of Hawkins Parnell Thackston & Young LLP. He also has offices in San Francisco, Los Angeles, and New York to cover his national practice.
Mr. Johanson assists clients in general corporate matters and in employee ownership, benefit, ERISA, and related business matters, with an emphasis on executive compensation, equity incentive plans, non-qualified deferred compensation, employee stock ownership plans (ESOPs), ESOP transactions, mergers and acquisitions (and related tax planning), and business succession and estate planning. Mr. Johanson has served as outside general counsel to numerous corporate clients over the past 32 years. Mr. Johanson also frequently appears on behalf of clients in business and employment-oriented defense litigation in state and federal courts throughout the country, before regulatory agencies (e.g., U.S. Department of Labor, California Labor Commissioner, and the U.S. Equal Employment Opportunity Commission), in tax controversies before the Internal Revenue Service and comparable state regulatory agencies, against felony criminal indictments in U.S. Federal Court, and in dispute resolutions of various kinds. Mr. Johanson represents corporations in shareholder and non-competition disputes. Mr. Johanson is a member of the Southern California Mediation Association and a frequent Lecturer for the University of Southern California Mediation Clinic. Mr. Johanson has actively served as a Temporary Judge on a pro bono basis for the Los Angeles County Superior Courts since October of 2009.
Mr. Johanson has defended ERISA fiduciaries, plan sponsors, selling shareholders, and investment advisers in ERISA litigation matters involving ESOPs and business transactions in federal and state courts throughout the country in a wide range of controversies covering ERISA fiduciary responsibilities, ESOP valuation disputes, disclosure obligations, investment issues, and tax matters. He has extensive experience in negotiating ESOP, ERISA, and other issues with government regulatory agencies and in representing ERISA fiduciaries in litigation.
Recognized nationally for his experience and expertise in the ESOP and executive compensation field, Mr. Johanson is a past chair (1993-1995 and 2005-2007) of the legislative and regulatory advisory committee of The ESOP Association. He also is a past chair of The ESOP Association’s advisory committee chairs council and is a former member of its board of directors. Mr. Johanson was honored at the 17th annual conference of The ESOP Association as the outstanding committee chair for 1993-94. Mr. Johanson served for more than ten years as General Counsel to The National Center for Employee Ownership and on its board of directors.
Stephen Wilkes, a partner in the firm, heads the firm's Investment Management Law practice. He also is a Practice Group leader for the firm’s ERISA Fiduciary Compliance and Independent Fiduciary practices. Steve advises a national client base of mutual funds, CIFs, private funds, registered investment advisers, insurance companies, broker dealers, wealth management firms, banks, trust companies, third-party platform providers, Taft Hartley Funds and plan sponsors on ERISA, tax, and related securities law issues. Stephen counsels clients regarding ERISA fiduciary and prohibited transaction issues, investment matters, alternative investments, securities law issues, federal tax issues, and the employee benefits aspects of bankruptcy and related financial restructurings, reorganizations and liquidations. He interacts with regulatory agencies and Congressional staff on legislative and regulatory issues involving the DOL, SEC, IRS, PBGC and OCC.
Stephen has extensive experience in handling audits by the Department of Labor, the IRS, and the United States’ Security and Exchange Commission. He gives advice and counseling with respect to retirement plan services agreements, investment management agreements, DOL regulations, SEC regulations, federal legislative activity, qualified employee pension plans, ERISA litigation, Collective Investment Funds, off-shore investment advisers, Sales and Marketing Distribution Agreements and Wrap-Fee Programs. Stephen has also worked closely with his clients regarding structure among broker-dealer firms and platform provider firms for product distribution and preparing non-discretionary or discretionary advisory agreements, Form ADV Part 2, regulatory disclosures and filings, marketing materials, prospectus, revenue sharing, best investment management practices, CIF advisory and sub-advisory agreements, selling and administrative services agreements, distribution agreements, vendor agreements, compliance manuals and WSP’s. Stephen has worked with various parties to Chapter 11 bankruptcy proceedings and other financial reorganization and restructuring matters on ERISA, pension plan, and related employee benefit matters and claims.
Prior to working at The Wagner Law Group, Stephen worked as an attorney in a San Francisco law firm, as senior counsel at Financial Engines, Inc. in Palo Alto, and at Merrill Lynch in San Francisco in the fields of ERISA, Securities, and retirement/compensation services. Additionally, Stephen founded and headed his own firm specializing in the area of ERISA.
Stephen’s experience also includes partner, associate, general counsel, and assistant general counsel positions at The LTV Corporation (NYSE) in Cleveland, Merchants Suisse Inc. in New York, New York, Hughes and Luce in Dallas, Winstead, Sechrest & Minick in Dallas, Texas, and at Gordon Hurtwitz in New York, New York.

Practice Areas: Employee Benefits & Compensation
Online Media Type: Audio
Production Date: 09/02/2020 12:00 PM EDT
Level: Intermediate
Category: Standard
Duration: 1 Hours, 0 Minutes
Online Format: Live
Course Type: Public

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David R. Johanson - Hawkins Parnell & Young LLP
Stephen P. Wilkes - The Wagner Group, San Francisco
This product is designed to provide information in regard to the subject matter covered. It is sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service. If legal advice or other expert assistance is required, the services of a competent professional person should be sought.

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