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IN-PERSON MEETING
Is an ESOP Right for You?
September 28–29, 2010 :: Arlington Heights, IL
From Our Meeting Series Live Seminars
This traditional learning format brings you face-to-face with our expert presenters. Our seminars provide ample opportunity for attendees to ask questions and interact with others.About This Meeting
This day-and-half program brings together leading ESOP experts from around the country to provide a practical, step by step guide to determine if an ESOP will work for you, and, if it does, how to set it up to make it work. The session is strictly educational; speakers focus on the issues, not on selling you on their services. You'll also have ample opportunity to talk with other attendees and to work through individual concerns one-on-one with experts.What You'll Learn at This Seminar
- How to assess whether an ESOP is a good fit for your company
- How to finance an ESOP
- How to make choices about allocation, vesting, distribution, and voting rules
- Critical legal, valuation, and plan administration concerns
- Ways to build a stronger ownership culture
Program
| September 28, 2010 | |
| 1:00 PM | Welcome and Introduction Corey Rosen, National Center for Employee Ownership |
| 1:30 PM | ESOP Basics Robert E. Massengill, SES Advisors, Inc |
| 2:15 PM | Assessing ESOP Feasibility Peter Prodoehl, Principal Financial Group |
| 3:00 PM | Break |
| 3:15 PM | Table Talks - Roundtable Discussion Groups |
| 3:45 PM | Designing an ESOP Bryan Golden, Private Capital Corporation |
| 4:30 PM | Adjourn-Optional Dinner Outing |
| September 29, 2010 | |
| 8:30 AM | Meet with an Expert-Sign up for a one-on-one session with the expert of your choice |
| 9:00 AM | Determining Stock Value Craig D. Olinger, Enterprise Services, Inc |
| 9:45 AM | Financing an ESOP Kenneth E. Serwinski, Prairie Capital Advisors |
| 10:30 AM | Break |
| 10:45 AM | Management Buyouts Nancy Laethem Stern, Katten Muchin Rosenman LLP ; David Jones, Merit Capital Partners |
| 11:30 AM | Table Talks — Roundtable Discussion Groups |
| 12:00 PM | Lunch |
| 1:00 PM | An ESOP Company Perspective Norman Kocol, Mapes and Sprowl Steel |
| 1:30 PM | Communications and Employee Involvement Corey Rosen, National Center for Employee Ownership |
| 2:15 PM | Legal & Fiduciary Issues Jude Anne Carluccio, Barnes & Thornburg LLP |
| 3:00 PM | Break |
| 3:15 PM | Equity Compensation Plans for ESOP Companies Howard Levine, Drinker, Biddle & Reath LLP |
| 4:00 PM | Adjourn |
Registration
NCEO members: $275.00 per person through September 8 and $310.00 thereafter. (If you are not an NCEO member but join when you register, you will receive the member price.)
Nonmembers: $345.00 per person through September 8 and $380.00 thereafter.
Cancellation Policy
A full refund will be issued, less a $50 administrative fee, if the request is received by the close of business on September 8, 2010. Cancellations made after that date and before our guarantee date of September 21, 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
Jude Anne Carluccio, partner, currently heads the ESOP & employee benefits department at Barnes & Thornburg LLP. As part of that practice, she represents many clients who use ESOPs as a business succession tool. She is experienced in counseling all parties involved in ESOP transactions including commercial lenders, institutional and individual trustees, shareholders, management, and third-party administrators. Her representation of such parties has included all facets of legal issues affecting ESOPs.Bryan J. Golden is managing director of Private Capital Corporation. A business generalist, Bryan's expertise has impacted the business units of large corporations, worldwide. His experience includes industrial sales, marketing and operations, with a concentration in engineering and manufacturing. Prior to joining Private Capital Corporation in 2000, he was VP, sales, marketing and technical services for a capital equipment manufacturer serving the global packaging, product assembly, graphic arts, and converting industries. Bryan's broad experience began with basic training - when he founded and operated his own manufacturing company. Later, he was founder of one of the earliest ESOP- leveraged buyouts in America and participated in creating and managing a $95 million spin-off from this well-known multi-billion dollar firm.
David M. Jones, managing director, joined Merit Capital Partners in 1993 in conjunction with the closing and initial investing of Fund I. Based in Chicago with an office in Phoenix, Merit manages over $1.6 billion through five institutionally sponsored limited partnerships. Merit invests mezzanine and equity capital in middle-market companies principally in manufacturing, distribution and services industries.
Howard Levine is a partner in the national law firm of Drinker Biddle & Reath LLP and chair of its employee benefits and executive compensation practice group. Howard's practice includes all areas of employee benefits law, including ESOPs and other tax-qualified retirement plans, stock option and other equity compensation plans and ERISA fiduciary matters. His ESOP practice includes the representation of employers who sponsor ESOPs, selling shareholders and ESOP trustees. Drinker Biddle is a full service business law firm with nearly 700 attorneys practicing in 14 offices around the country.
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.
Robert E. Massengill is president of SES Advisors, Inc., a leading national financial consulting firm focused on evaluating, designing, funding and maintaining ESOPs. Bob has been working with owners of privately held companies for more than twenty years. His experience in mergers and acquisitions as an investment banker in New York provided a solid foundation for his transition into the ESOP advisory business. He began working as an ESOP advisor in 1995 and joined SES Advisors in 2003. Bob is a frequent speaker on ESOP matters and is an active member of the The ESOP Association, where he is a member of the Valuation Advisory Committee, and the National Center for Employee Ownership. He has authored several articles for the Journal of Employee Ownership Law and Finance including articles on non-leveraged ESOPs and using convertible preferred stock in ESOP transactions. He has also been an invited guest presenter for NCEO, TEA, numerous accounting associations, CPA firms, banks, insurance companies, and brokerages.
Craig D. Olinger, AVA, is a financial consultant with Enterprise Services, Inc.(ESI). Craig possesses an impressive range of management experience encompassing financial planning, strategic management, and business administration areas. His numerous years in the service industry extend across such disciplines as sales, financial analysis, and customer relations. At ESI, Craig works with clients to determine their business needs and has assisted with many valuation assignments. He holds an undergraduate degree from Creighton University, an MBA with an emphasis in finance from the Keller Graduate School of Management, and additional accreditation in business valuation from NACVA.
Peter J. Prodoehl is a senior consultant in the retirement and investor services of the Principal Financial Group. He joined the company in 1980. His areas of expertise include the feasibility, design, and administration of employee stock ownership plans and global stock plans, including plan terminations, plan compliance issues, acquisitions, mergers, and spin-offs. Peter is a frequent speaker on employee benefit and ESOP related topics. He is a member of the National Center for Employee Ownership (NCEO), The ESOP Association, the ESOP Association of Canada, the National Association of Stock Plan Professionals, and the International Foundation of Employee Benefit Plans.
Corey Rosen is the executive director of the National Center for Employee Ownership, a non-profit membership and information organization. He co-founded the NCEO in 1981 and has been its director ever since. Corey has spoken on various subjects related to employee ownership all over the world- with government, business, and union leaders - and he is regularly quoted in leading magazines and newspapers. He has appeared on national television and radio programs, and has authored four books on employee ownership, and more than 100 articles for various business, academic, and professional publications. He has authored or co-authored several of the NCEO's practical and research publications.
Nancy Laethem Stern is a partner at Katten Muchin Rosenman LLP. She represents publicly and privately held companies in acquisitions and disposition transactions, including mergers, asset and stock acquisitions , and dispositions and employee stock ownership plan (ESOP) transactions. Nancy generally focuses on providing practical and efficient solutions in transactions priced at less than $250 million. She counsels ERISA fiduciaries on the exercise of their duties in the context of a corporate transaction and works closely with other members of our ESOP practice. She helps ESOP companies with transactional issues, corporate governance matters, securities issues, and subordinated debt and equity-based financing arrangements. Nancy has extensive experience coordinating complex ESOP transactions.
Meeting Site
The meeting will be held at the DoubleTree Hotel Chicago - Arlington Heights, located at 75 West Algonquin Road, Arlington Heights, IL 60005. Sleeping rooms are available for our group at a special rate of $109. To make a reservation, please call the hotel directly at 847-364-7600 by the end of the day on September 8, 2010.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 8.50 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
This program has been approved for 8.75 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.