HELPPLS

Thank you for the responses. Lou, thanks for clarifying the board status, that was my assumption. ESOP Guy, thank you for the follow up. I understand the position most of you are in and the responsibility you have working with the plan sponsors. I guess I came here looking for someone or a firm, that has extensive ESOP knowledge, that can go through the process on my behalf and evaluate all of the facts. Just setting a dollar amount per share with no back up saying take it or leave it seems a bit unreasonable. I will reach out to the DOL to see how they might be able to assist. Thanks again..

Thank you Griswold.. ESOP Guy, I had hoped you would have more to add to this, you seem to have a lot of experience with the plans. I assumed you were an independent that would share your experience, if you are solely pro management, I understand.....

ESOP Guy, thank you for the response. Yes, there is a lot more going on, 26 years is a lot of blood, sweat, and tears shed to help build a very successful and profitable operation. This was a small very close knit group. I was a very valued member of the inner circle until I started asking the wrong questions about the ESOP and succession as it related to protecting my substantial ESOP investment. In particular, young execs being brought in to manage the company and ESOP who had no ESOP shares. The company has many customers and is not beholden to a select few. There are also abundant new opportunities out there. There is no oversight by a board, the President and CFO also run the ESOP, not sure if just one or both are trustees. While I am disappointed as to how things transpired with the abuse of power, trust, and loyalty, I am more concerned about ensuring that I am getting fair market value for my shares and moving on. How can I find out how the shares were valued to further evaluate? Reaching out to the Department of Labor will undoubtedly open up another can of worms. While I have read several cases of companies and appraisers overvaluing shares, I do not see any questioning undervalued share disputes from departing employees. Is there somewhere to find these? I’m sure from the appraiser perspective, it is much easier to justify a very conservative valuation if pressured by the one writing the check. Are there attorneys out there with extensive knowledge that would work on behalf of the employees?

I have been searching for a forum such as this for several months. I have read some of the threads which have been very helpful. If I can please provide a short summary, than a list of questions. Last Spring, I was terminated from a very successful ESOP company that is 100% employee owned. I worked for the company for over 26 years and held the position of VP. I was one of the 5 top share holders of the company. I ran afoul of the company President and CFO when I questioned (when I was asked to sell back shares due to the top heavy rule) the low price of the ESOP shares that I would be paid a few years back and the same situation was to occur in 2019 also. Some numbers to justify why I question the value: The ESOP shares, approximately 40 participants, have a total book value of $10 million. Recent five year sales for the company between $58 - $65 million and there are $10 million + in assets alone if liquidated. Net profit 15% minimum prior to reinvestment and bonuses annually. Any help with the following questions would be appreciated: * I received as statement indicating how many shares I owned and a dollar amount per share. What can I do to find out how the shares are valued or have them checked by others? What rights does an employee have? * Is it standard / acceptable for the President and the CFO to run the company and the ESOP? There is no board of directors. Taking very high annual bonuses and controlling the ESOP seems to be a conflict of interest. *There is a third party appraiser, but I'm sure they were asked to keep the value low. *There is more to the termination in regards to questioning the ESOP direction, are the ERISA employee rights for retaliation termination. I did not ask a question that I did not feel was permissible per the plan document. * Are there law firms that are knowledgeable to represent the employee in ESOP disputes. I am in an at will state and have met with an attorney, but I am finding out he has very little knowledge of ESOPs. I'm ready to reach out to the DOL, but would like to educate myself as much as possible before that. Thanks for your help.