Board & Corporate Advisory
Boards often require the services of qualified financial advisors. Events that may trigger the need for these services include but not limited to the evaluation of an offer to purchase the company, litigation support, M&A advisory and follow-on ESOP transactions.
Evaluating an Offer
Companies frequently receive unsolicited offers from third parties. These offers may be “fishing expeditions” or from a serious, known buyer. The Board has a fiduciary duty to vet serious offers. Applied Economics helps Boards fulfill these important duties with honest, clear corporate financial advice.
ESOP-owned companies with an outstanding internal loan poses a unique aspect to any transaction. Careful consideration must be given to the shares held in the “ESOP suspense” account. Applied Economics has deep experience with these types of companies and we may advise either the Board or the ESOP Trustee.
ESOPs exist in a regulated world. The Department of Labor (“DOL”) has oversight and enforcement authority. Plaintiffs may bring suit alleging abuses, fraud, or a host of other grievances. The DOL may audit an ESOP at any time once an ESOP is established. For new ESOP transactions, the DOL has audit and enforcement authority for a period of 7 years after the ESOP transaction closes. During this window, the DOL may challenge the fairness of the ESOP purchase and allege that the ESOP Trustee caused a prohibited transaction in paying more than fair market value for the securities.
Our professionals have deep experience in defending ESOP Trustees and the Board against such challenges. We have successfully defended numerous complaints and can share client testimonials upon request. If you are facing a legal challenge or audit, please contact us so that we may help you.
Leaders of ESOP-owned companies may need to evaluate an offer or may be acquisitive. Evaluating, negotiating and integrating a target into the ESOP-owned company can be challenging. Applied Economics can provide value-added advice with our corporate finance advisory team. References and client testimonials are available upon request.