ESOPs, Benefits & Compensation

On September 9, 2024, the Court issued an order granting in part and denying in part Defendants’ motion for summary judgment.¹

The Court held that the transaction valuation report that Stout Risius Ross (“SRR”) prepared (the “Stout Report”) in connection with the 2021 sale of 100% of the stock of KPC Healthcare Holdings, Inc. by the KPC Healthcare, Inc. ESOP (the “KPC ESOP”) to Victor Valley Hospital Acquisition, Inc. does not fall within the category of documents described in ERISA § 104(b)(4), because Defendants produced evidence that the transaction price ...

On February 26, 2024, the Court ruled on several motions, including Defendants’ Motion to Dismiss and Plaintiffs’ Motion for Class Certification.¹

The Court noted that the shareholders of Casino Queen, Inc. (CQI) attempted to sell CQI for several years (from 2005 to 2011), but they were unsuccessful. Therefore, in October 2012, the shareholders created Casino Queen Holding Company, Inc. (CQH) and exchanged their CQI stock for CQH stock. In December 2012, the shareholders sold their CQH stock to the Casino Queen ESOP (the “CQ ESOP”) for $170 million, which was financed by a ...

ESOP-owned government contractors received a holiday gift last week when President Biden signed the National Defense Authorization Act.

On October 5, 2011, the Kurt Manufacturing Company ESOP (the “Kurt ESOP”) purchased 457,623 shares of stock of the Kurt Manufacturing Company (“Kurt”), a Minnesota corporation that offers CNC precision machining and other services, for $39 million.

On December 20, 2013, Wilmington Trust, N.A. (“Wilmington”), in its capacity as the Trustee of the Constellis Group, Inc. ESOP (the “Constellis ESOP”), approved the Constellis ESOP’s purchase of 90% of the outstanding shares of Constellis Group, Inc. (“Constellis”), a parent company for a private security firm, for $201.5 million (the “Transaction”).

On November 20, 2012, the Contractors Register ESOP (the “CR ESOP”) purchased 100% of the outstanding stock of Contractors Register, Inc. (“CR”), a New York corporation “predominantly engaged in publishing The Blue Book of Building and Construction,” from James O’Malley, CR’s CEO and Chairman, for $26.7 million.

On August 26, 2014, the HealthCare Appraisers, Inc. ESOP (the “HAI ESOP”) purchased 80% of the outstanding stock of HealthCare Appraisers, Inc. (“HAI”), a Florida business appraisal firm that specializes in healthcare firm appraisals, from the Selling Shareholders for $28 million (the “Transaction”).

In 2004, the Maine Oxy-Acetylene Supply Company, a Maine distributor of industrial, medical, and specialty gases, as well as welding and cutting equipment, supplies, and accessories (“Maine Oxy”), established the Maine Oxy-Acetylene Supply Company ESOP (the “Maine Oxy ESOP”).

On August 26, 2014, the HealthCare Appraisers, Inc. ESOP (the “HAI ESOP”) purchased 80% (i.e., 800,000 shares) of the stock of HealthCare Appraisers, Inc. (“HAI”), a Florida business appraisal firm that specializes in healthcare firm appraisals, from the Selling Shareholders for $28 million (the “Transaction”).

On August 21, 2020, the Court denied the motion of the Board of Directors (the “Board”) of Triad Manufacturing, Inc. (“Triad”) and the Co-Presidents of Triad (collectively with the Board, the “Triad Defendants”) to compel arbitration and/or dismiss filed in Smith v. GreatBanc Trust Company, a Northern District of Illinois case that relates to the December 2015 purchase of 100% of the outstanding stock of Triad by the Triad Manufacturing, Inc. ESOP (the “Triad ESOP”).