voting rights

[Guest Taxman]

I'm a bit of a dum-dum today. Can someone point me to where the requirement exists that IRC Sec. 409(e)(3) applies to ESOPs (i.e. that non-publicly traded companies with ESOPs have to have pass-through voting for corporate matters such as mergers, etc.).

Since 409 is for TCESOPs (now gone), the only support I find is 4975(7), which clearly states that 409(e) applies if the employer has registration-type securities, but is silent as to whether 409(e) applies if the employer doesn't.

Everywhere I look it says that these non-publicly traded ESOP benies have pass through voting rights, but what is the cite?

[RLL]

Hi Taxman ---

Look at IRC section 401(a)(22).