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IN-PERSON MEETING

Fiduciary Issues for Internal ESOP Trustees

May 25, 2010 :: San Francisco, CA

From Our Meeting Series ESOP Governance Meetings

This traditional learning format brings you face-to-face with our expert presenters. Our seminars include a networking luncheon and optional dinner outing, and provide ample opportunity for attendees to ask questions and interact with others.

The ESOP Governance Meetings are three complementary seminars that provide specific guidance for directors and trustees on their key roles in ESOP companies:

Topics include legal responsibilities, valuation concerns, audits, recent developments, executive compensation, and much more. The seminars are structured to include individual presentations by experts, panel discussions with ample time for questions, and small group discussions with one or more experts seated at each table. Small group discussions allow participants to discuss their own situations and include time for reporting back to the group as a whole. You can register for one, two, or all three days of this event; see below to register for this day's meeting.

About This Meeting

This first day of our three-day ESOP Governance Meeting will focus on the responsibilities of ESOP trustees during normal operations and under special circumstances such as audits, lawsuits, and insurance claims. Participants will gain a firm understanding of the legal issues that determine the scope of their fiduciary liability, including a clear explanation of all the duties that constitute their role as trustee and a background in corporate governance. The session will provide special focus on the key role of the trustee in reviewing the valuation of company stock.

This seminar is intended for internal ESOP trustees in privately held companies, but members of boards of directors and other ESOP fiduciaries, especially senior executives, ESOP committee members, or external trustees of ESOP companies will benefit as well.

Program

May 25, 2010
9:00 AM Welcome and Introduction
Loren Rodgers, National Center for Employee Ownership
9:30 AM Who Is a Fiduciary and What Are Their Responsibilities?
Merri Ash, First Banker's Trust
10:15 AM Break
10:30 AM Key Fiduciary Decisions
Richard Joseph, Alerus Financial
11:15 AM Table Talks - Roundtable Discusion Groups
11:45 AM The Trustee as Shareholder: Corporate Governance Issues
Margaret P. Steere, Steiker Fischer, Edwards & Greenapple, P.C
12:30 PM Luncheon
1:30 PM Protecting Yourself from Legal Problems: Audits, Lawsuits, and Insurance Issues
David Johanson, Johanson Berenson LLP
2:15 PM The ESOP Trustee and the Appraiser
Kenneth E. Serwinski, Prairie Capital Advisors
3:00 PM Break
3:15 PM Table Talks - Roundtable Discussion Groups
3:45 PM Expert Panel - Scenarios
4:15 PM Adjourn
4:15 PM Meet with an Expert Sign Ups (optional)

Registration

NCEO members: $195.00 per person through May 3 and $230.00 thereafter. (If you are not an NCEO member but join when you register, you will receive the member price.)

Nonmembers: $265.00 per person through May 3 and $300.00 thereafter.

Number of Attendees:

Cancellation Policy

A full refund will be issued, less a $50 administrative fee, if the request is received by the close of business on May 3, 2010. Cancellations made after that date and before our guarantee date of May 17, 2010, will be eligible for credit toward another program, minus a $50 administrative fee. Those canceling on or after the guarantee date will not receive a paper credit or a refund.

Speaker Information

Merri E. Ash has been in the employee benefits field for more than thirty five years. She joined First Bankers Trust in 2002 as a trust officer and the director of marketing. Merri was promoted to vice president on January 1, 2006. First Bankers Trust serves as ESOP Trustee for more than 250 employee owned companies and has more than 2.2 billion dollars under management. She has extensive knowledge of ESOP companies and served as the Benefits manager for the Jonathan Corporation of Norfolk, Virginia, an employee owned ship-repair company. www.firstbankers.com

Richard Joseph is the managing director for Alerus Financial's Trust and Investment Services division, and leads Alerus' nationally recognized ESOP fiduciary practice. Richard's 22 years of ESOP experience includes independent transactional trustee services for employer stock-related transactions and ongoing fiduciary services as a directed or discretionary trustee. Richard has been a featured speaker at various local and national events focusing on fiduciary topics related to ESOPs and employer securities. www.alerusfinancial.com

David R. Johanson is the managing partner of Johanson Berenson LLP. The firm focuses on employee ownership and benefit matters, with an emphasis on ESOPs, ESOP transactions, mergers and acquisitions, general corporate and business matters, executive compensation (i.e., stock options and other equity and non-equity incentives), business succession and estate planning, labor matters and dispute resolution. The firm represents companies, fiduciaries, employee groups, selling shareholders, lenders and institutional trustees in ESOP and conventional mergers and acquisition transactions. The firm's offices are maintained in Washington, D.C., California (Pasadena and Napa), Virginia (Arlington and Great Falls) and North Carolina. www.johansonberenson.com

Loren Rodgers is a project director at the National Center for Employee Ownership, where he specializes in ESOPs and best practices in management for employee ownership companies. Having written dozens of articles, he speaks extensively about topics including communications, ESOP education, employee committees, business literacy, building and maintaining enthusiasm, current research, and corporate governance for employee ownership companies. Loren has a Masters in Public Policy from the University of Michigan, where he studied employee ownership and international development with a focus on Slavic Europe. Before joining the NCEO in 2005, he was a senior principal and co-owner of Ownership Associates, an employee ownership consulting firm in Cambridge, Massachusetts, where he worked for ten years. www.nceo.org

Kenneth E. Serwinski is senior managing director of Prairie Capital Advisors, Inc., a recognized leader in providing financial advisory services to middle market companies. The firm designs and implements customized ownership succession strategies including private sales, management buyouts, and ESOPs. Integral to the firm's practice is its valuation capabilities, which provide a basis for succession planning, ESOPs, estate and gift tax filings, fairness opinions, and a variety of other transactions. Prior to forming this firm, Ken was a senior vice president at Merrill Lynch Business Advisory Services. In his twelve year tenure with the firm he initiated its succession planning strategy, was responsible for the management of Merrill Lynch's middle market business development staff, and headed the ESOP Advisory Group. www.prairiecap.com

Margaret P. Steere joined Steiker, Fischer, Edwards & Greenapple, P.C. in August 2006 as an associate and became a shareholder in 2008. She recently opened the firm's California law office and is responsible for guiding corporate and institutional clients through ESOP transactions. Margaret is a graduate of the University of Pittsburgh School of Law, received her MBA from the University of Pittsburgh Katz Graduate School of Business and her B.A. in Political Science from Brown University. She is a member of NCEO and The ESOP Association and recently authored an article on legal strategies for ESOP companies in hard economic times. Margaret is admitted to practice law in Pennsylvania and California. www.sfeglaw.com

Meeting Site

The meeting will be held at the Hyatt at Fisherman's Wharf, located at 555 North Point Street, San Francisco, CA 94133. Sleeping rooms are available for our group at a special rate of $159. To make a reservation please click here or call the hotel directly at 888-421-1442 by May 3, 2010. Please mention the National Center for Employee Ownership (NCEO) when making your reservation.

Continuing Education Credit

CPE Credit

The National Center for Employee Ownership (NCEO) is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue, Nashville, TN 37219-2417.

This program is a "group-live" offering and provides 5.50 hours of CPE credit for accountants in the area of "specialized knowledge and applications." The material is basic level. No prerequisites or advanced preparation is needed. For more information regarding administrative policies such as complaint and refund, please contact the NCEO at 510-208-1300.

HRCI Recertification Credit

HRCI logoThis program has been approved for 5.75 hours of recertification credit hours toward PHR and SPHR re-certification through the Human Resource Certification Institute (HRCI). For more information about certification or re-certification, please visit the HRCI home page at www.hrci.org.