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Learning Objectives: Participants will learn how to fulfill their responsibilities as 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 one-day seminar covers:
This meeting 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 may benefit as well.
| 8:00 am | Continental Breakfast and Registration |
| 8:30 am | Overview and Introduction Corey Rosen, NCEO |
| 8:45 am | Who Is a Fiduciary and What Are Their Key Responsibilities? James Steiker, SES Advisors |
| 9:30 am | What Are the Main Fiduciary Decisions and Duties? Merri Ash, First Bankers Trust Services |
| 10:15 am | Break |
| 10:30 am | The Trustee as Shareholder: Corporate Governance Issues David R. Johanson, Johanson Berenson LLC |
| 11:15 am | Survey Data on Corporate and ESOP Governance Corey Rosen, NCEO |
| 11:30 am | Table Talks (all speakers) |
| Noon | Luncheon with the Experts |
| 1:00 pm | Audits, Lawsuits, and Insurance Issues Kevin Long, Chang, Ruthenberg and Long |
| 1:45 pm | The ESOP Trustee and the Appraiser Daniel Reser, Fiduciary Services, Inc. |
| 2:30 pm | Break |
| 2:45 pm | Everyday Operational Issues Della O'Halloran, Principal Financial Group |
| 3:30 pm | Case Study Panel (all speakers) |
| 4:00 pm | Wrap Up and Adjourn Corey Rosen, NCEO |
Merri Ash has been in the employee benefits field for over thirty-four years. She joined First Bankers Trust in 2002 and currently is a vice president. First Bankers Trust serves as ESOP trustee for over 150 employee owned companies and has over a 2.2 billion dollars under management. Ms. Ash has extensive knowledge of ESOP companies and has written numerous articles on the administration of ESOPs. She is an active member of the NCEO and the ESOP Association, and is currently a member of the board of governors of the ESOP Association.
David R. Johanson is the managing partner of Johanson Berenson LLP. His law firm advises clients in general corporate, business, dispute resolution, and employee ownership and benefit matters, with an emphasis on executive compensation, equity incentive plans, tax and estate planning, and ESOPs and related merger and acquisition transactions.
Kevin G. Long is a member of the AV-rated law firm of Chang, Ruthenberg & Long PC. The firm handles all aspects of ESOPs, including feasibility, design, leveraged buyouts, transactions, terminations, and fiduciary duties. CR&L represents public and closely held corporations, ERISA fiduciaries and lenders in ESOP transactions, and audit engagements. He is certified as a taxation specialist by the California State Bar of Legal Specialization and is listed in "Best Lawyers in America."
Della O'Halloran is a consultant at Principal Financial Group, serving as both an education and communication consultant and a service consultant for West Coast ESOP companies. Ms. O'Halloran has a Bachelor's in English from the University of Michigan and a Paralegal Certificate from the Philadelphia Institute. She is a member of NCEO and the ESOP Association.
Daniel Reser has been a fiduciary for corporate securities and reorganization transactions as well as trustee and custodian of retirement plans for over 25 years. Currently he is the President of Fiduciary Services, Inc., a registered investment advisor located in California. Specializing in selecting and managing corporate retirement plan investments, he is also active in the fiduciary concerns and decisions relating to company stock in such plans. Mr. Reser is certified as a Certified Corporate Trust Specialist by the American Bankers Association. He is also a member of the Western Pension Benefits Conference, the ESOP Association and the National Center for Employee Ownership.
Corey Rosen is executive director and cofounder of the NCEO. He was a professional staff member in the U.S. Senate, where he helped draft legislation on employee ownership plans, and a professor of political science at Ripon College. He is the author or co-author of numerous books and articles and over the years has spoken about employee ownership at conferences and companies all across the globe.
James Steiker is president of SES Advisors and founding partner in the related law firm, Steiker, Fischer, Edwards & Greenapple, P.C. He has more than 20 years experience as a legal and financial advisor in employee stock ownership plans and other employee ownership matters. He holds a law degree from New York University and a BA from Wesleyan University.
The meeting will take place at the sophisticated Alexis, a luxury boutique hotel which is located in downtown Seattle at 1007 First Avenue, Seattle, WA 98104 . You are responsible for making your own sleeping room reservations. To reserve a sleeping room at the special reduced standard meeting rate of $198 per night, single or double, or a deluxe rate of $228, please call (206)-516-5093 or central reservations at (800) KIMPTON and mention the National Center for Employee Ownership function to receive this rate and ensure that your room is part of our block. Rates are guaranteed, if rooms in our block are still available, through May 16th. Reservations received after that date will be accepted on a space and rate available basis. If the hotel sells out, please call the NCEO office to obtain a list of nearby hotels.
NCEO members: $195 per person. If you are not an NCEO member but join now ($90 for 1 year), you will receive the member rate.
Nonmembers: $265 per person. If you register 2 or more people at the nonmember rate, you will receive a complimentary 1-year NCEO membership.
Late fee: If you do not register online, a late fee of $35 per attendee will apply if you register after May 26, 2008.
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 23, 2008. Cancellations made after that date and prior to our guarantee date of June 4, 2008, 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.
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 National Registry of CPE Sponsors, 150 Fourth Ave. North, Suite 700, Nashville, TN 37219-2417. Web site: www.nasba.org.
This program is a "Group-Live" offering and provides 6 hours of CPE Credit for Accountants in the area of specialized knowledge and applications. The material is basic level. No prerequisites or advanced preparation are required.
For more information regarding administrative policies such as complaints and refunds, please contact our office at 510-208-1300.
Copyright © 2008 by The National Center for Employee Ownership (NCEO) (phone 510/208-1300; email nceo@nceo.org; WWW http://www.nceo.org/). All rights reserved.
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