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The Antioch Company ESOP: Teachings From a Complex ESOP Litigation Case

NCEO Employee Ownership Conference 2017

Representatives from employee-owned companies and companies seeking to learn about employee ownership from across the nation and around the world will gather April 4-6 for the 2017 Employee Ownership Conference, hosted by the National Center for Employee Ownership (NCEO). More than 1,700 people will attend the conference which will be held at the Sheraton Denver Downtown Hotel and Conference Center.

KMK Law is proud to be sponsoring this conference.  Additionally, KMK Law Partners, Michael L. Scheier, Lisa Wintersheimer Michel, Brian P. Muething, and Anthony M. Verticchio will be presenting on Thursday, April 6, 9:15 - 10:30 a.m., The Antioch Company ESOP: Teachings From a Complex ESOP Litigation Case.

KMK Law's Panel Presentation

The Antioch Company ESOP:  Teachings From a Complex ESOP Litigation Case, Thursday, April 6, 9:15 – 10:30 a.m.

After a 15-week trial, a federal court recently ruled in favor of KMK's client, The Antioch Company ESOP advisory committee, in Fish v. GreatBanc, et al. Plaintiffs demanded over $200 million in damages. The court concluded that plaintiffs failed to prove that the three individual defendants and the independent ESOP trustee (who settled before trial) breached any ERISA fiduciary duties to the S-corporation ESOP, or that the transaction valuation was for more than fair market value. The proposed panel will discuss the court’s detailed 131-page opinion, and in particular the guidance it offers to ESOP company managers and ESOP fiduciaries about best practices to ensure a successful ESOP transaction and provide solid defenses to a post-transaction lawsuit. Drawing from the opinion, the panelists will also discuss:

  • The case facts including the background of the Antioch Company ESOP and Antioch's ESOP culture that impressed the court.
  • The practical application of the case to any member currently in a transaction or contemplating one.
  • The practical application of the case to regular ESOP administration.
  • The importance of maintaining fiduciary insurance policies to protect ESOP fiduciaries, and key provisions that provide maximum coverage in case of litigation over a fiduciary's conduct.

Additional highlights of the conference include:

  • David vs. Goliath: Employee Ownership as a Competitive Advantage When Your Company is Not a Corporate Giant, a morning Keynote Panel on Wednesday, April 5 by three company leaders, moderated by Halisi Vinson from the Rocky Mountain Employee Ownership Center (Suzanne McDowell, King Arthur Flour, Joe Phelps, The Phelps Agency, Lars Wulff, Mud Bay)
  • Over 130 breakout sessions in five learning tracks
  • Five half-day preconference sessions offered on the afternoon of Monday, April 3
  • Numerous opportunities to network, discuss, participate, learn, and share
  • Exhibit hall with a wide representation of firms doing business in the field

The NCEO (www.nceo.org) is a self-sustaining nonprofit membership organization that provides practical resources and objective, reliable information on ESOPs, equity compensation plans, and ownership culture.  Learn more about employee ownership from the NCEO (www.nceo.org) or our informational Web site www.esopinfo.org.

For more information and to register, go to the NCEO website (www.nceo.org) or call the NCEO at 510-208-1300.

Judge Alonso’s opinion in the Fish et al v. GreatBanc Trust Company et al matter can be found at: