nmq3879

Totally agree with the notion of going to the company's trustee, CFO, or counsel. Not looking to stir up trouble with the management of the company though considering my limited holdings compared to theirs. For the record, there is an outside trustee, and everyone keeps saying the trustee voted on our behalf, but that's where I get confused. Based on the IRS / ERISA law, are there clear situations for when the trustee can vote on your behalf and when they can't? For example, should the company be purchased, we do get a 1 vote per person yea or nea on that matter. So why doesn't the restructuring fall under the same guidelines. Is this a way for management to shift cash to their new equity portion away from the ESOP?

Trying to understand what rights the ESOP shareholders have under the following scenario. A company is moving from Situation A to Situation B. Situation A: 100% ESOP-owned S-Corp holding company Situation B: ~10% equity ownership of an LLC ~90% ESOP-ownership of LLC IRS Code §409(e)(3) requires that an ESOP allow the participants to vote the shares in their account for the following events: 1. any corporate matter involving mergers, or consolidations 2. the sale of all or substantially all of the corporation’s assets 3. re-capitalizations 4. reclassifications 5. liquidations 6. dissolutions I'm unclear as to whether or not the shift from holding company to LLC counts as any of the terms above. I can't find clear IRS definitions of these--but the shareholders were not given an opportunity to vote and the restructuring has already taken place. Should the shareholders have gotten a vote?