Book excerpt: Employee Stock Ownership Plan Answer Book covers the many regulations, interpretations, rulings, and cases that seek to interpret the laws governing the design, administration, and operation of ESOPs. This practical manual focuses on the nuts and bolts of ESOP design and mechanics so that professionals can find new and creative uses for the ESOP model. Employee Stock Ownership Plan Answer Book is written in simple, straightforward language and avoids technical jargon, and includes citations of authority if additional research is required. Employee Stock Ownership Plan Answer Book has been completely updated and revised. Highlights of the Fifth Edition include: A summary of advantages and disadvantages of ESOPs, the various planning opportunities ESOPs present, and the significant risks that should be considered An outline of the legal requirements for structuring an ESOP, primarily arising from the Internal Revenue Code A discussion of the rules for deducting various amounts contributed to an ESOP, distinguishing how such rules differ from rules in other types of retirement plans A discussion of the complex fiduciary duties and relationships inherent in the unique structure of an ESOP. More than any other type of retirement plan, fiduciaries of ESOPs run the risk of engaging in prohibited self dealing The issues that arise in valuing companies owned in whole or in part by an ESOP A detailed description of the special tax advantages for shareholders who sell their shares to an ESOP in a transaction that satisfies Code Section 1042, usually as part of a corporate ownership succession strategy An overview of the securities laws implicated by the employer securities held within an ESOP An explanation of ESOP leveraging - perhaps the most unique of the features of an ESOP - which allows the ESOP to be used by the sponsoring employer to obtain tax-advantaged corporate financing An in-depth look at special issues arising in ESOPs sponsored by Subchapter S corporations A discussion of the many uses of ESOPs in corporate merger and acquisition transactions, and the special treatment that often must be afforded to the ESOP fiduciaries who control the disposition of the employer securities held by the ESOP Previous Edition: Employee Stock Ownership Plan (ESOP) Answer Book, Fourth Edition ISBN 9781454810315