Challenges and Solutions for Mature ESOP Companies

Presenters

Mark Bogart is a shareholder at the law firm Vedder Price, P.C., in Chicago. Mark has more than 25 years of experience in working on all aspects of ESOPs as well as equity compensation plans and a broad range of employee benefits and executive compensation matters. He has written several articles and has spoken at numerous conferences both in the U.S. and internationally. Vedder Price is a full-service law firm based in Chicago with a nationally recognized employee benefits and executive compensation practice.

Robert E. Brown is a founding partner and CEO of Boylan, Brown, Code, Vigdor & Wilson and began practicing tax law, corporate finance law and employee benefits law prior to ERISA. From 1978 to the present, he has been a member of the executive committee of the Tax Section of the New York State Bar Association where he has chaired various subcommittees, including the Committee on Employee Benefits. He was a member of the New York State Bar Association Special Committee on Pension Simplification and has spoken at many seminars. He is author of A Checklist for the Planning and Drafting of Shareholder Buy-Sell Agreements; he is also a co-author (along with Tabitha M. Croscut and Paul S. Fusco) of Basic Fiduciary Guidance for the ESOP Trustee in Corporate Finance Transactions and Insulation from Environmental Liabilities for ESOP Trustees. He has been listed in The Best Lawyers in America (taxation) since 1993.

Judith L. Kornfeld is the founder and president of ESOP Economics. She works with clients on all aspects of ESOP repurchase obligation planning, focusing on helping companies develop strategies for managing and funding their ESOP obligations. Judy has been working with ESOP companies for 20 years. In 1993, she founded ESOP Economics to create a resource to which companies could turn for advice and services related to their repurchase obligations, which were just beginning to emerge as an important issue. Over the years, she has authored many articles about ESOP repurchase obligations and is a popular speaker at regional and national ESOP conferences. Judy chairs the Interdisciplinary Advisory Committee on Fiduciary Issues of The ESOP Association (TEA). She also serves on TEA's Advisory Committee on Finance and is a past chair of that committee. She currently serves on the Board of Trustees of the Employee Ownership Foundation.

Malcolm R. (Mike) Hartman is a principal with Willamette Management Associates and directs the firm's national ESOP practice. He is a well known ESOP financial advisors and speaks throughout the country regularly. He serves on the ESOP Association's Board of Governors and is a former board of directors' member for that organization. For ESOP engagements, he provides feasibility studies, post-transaction cash flow analysis, transaction financing, adequate consideration opinions, fairness and solvency opinions, annual update valuations, and general consulting. In connection with his ESOP work, Mike assists client companies develop and implement equity-based compensation programs for top management and other key employees. These programs are designed to insure that management's goals are aligned with those of the ESOP. Such programs include the use of stock options, synthetic equity, performance units and stock appreciation rights.

Joseph E. Marx is a consultant with the Principal Financial Group. His background includes 20 years of experience with a "Big 4" CPA and consulting firm. He specializes in assisting companies in the analysis, design, implementation, and operation of ESOPs and other pension and benefit plans. He is a member of the American Institute of Certified Public Accountants, New York State Society of Certified Public Accountants, The ESOP Association, and the National Center for Employee Ownership (NCEO). He also sits on the Finance Committee of The ESOP Association.

Loren Rodgers is a project director and the director of research at the National Center for Employee Ownership, where he specializes in ESOPs, communications, employee involvement, and best practices for employee ownership companies. Active in the field since 1995, he works with firms at all stages of developing ownership cultures, speaks extensively, and has written dozens of articles on topics including employee motivation, open-book management, corporate governance, ESOP education, and business literacy.

Kenneth E. Serwinski is a 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 are its valuation capabilities, which provide a basis for succession planning, ESOPs, estate and gift tax filings, fairness opinions and a variety of other transactions.

James Steiker is president of SES Advisors and founding partner of Steiker, Fischer, Edwards & Greenapple, P.C. A corporate, pension and tax lawyer, Jim has more than 20 years of experience as a legal and financial advisor in ESOP and other employee ownership matters, focusing primarily on ESOP design, installation and transactions in privately-held companies. Jim is a trustee of the Employee Ownership Foundation and a member of the Finance Committee of The ESOP Association. He is a frequent speaker and author on ESOP matters. Jim also serves as a director of several employee-owned companies and is a member of Vistage, an organization of CEOs.