ESOP Rights - Private Company Issues New Shares at Discount from Appraisal

[Guest 3.141592653]

Hello everyone! I have a situation here and I'd like some guidance from the ESOP experts.

We are a privately-held C-corporation based out of Arizona. Currently we're capitalized with 10,000,000 authorized shares of common stock, of which 8,500,000 are issued and outstanding. Of the issued/outstanding shares, 75% are owned by our parent-company, 15% are in our ESOP, and the remaining 10% are owned by top management or are in treasury stock.

We are considering issuing the remaining 1,500,000 authorized shares in order to provide additional capital for operations, acquisitions, etc. Our most recent ESOP appraisal valued each share of common stock at $1.75, however we are considering offering the shares at $1.00 each in order to ensure we sell all 1,500,000 shares.

What I'd like to know is what all we need to be thinking about in terms of the ESOP with respects to issuing these new shares and with respects to issuing them at a price well below the appraised value. Is there any risk to the trustee in terms of selling the shares below the ESOP appraisal value? Do we need to obtain votes from the ESOP? Do we need to offer any of these shares to the ESOP?

Any additional information would be helpful. I also realize that there are federal and state securities laws and regulations we need to consider, which I'll have to research separately (but if you have any info on federal/state securities laws that you'd like to share - I'd appreciate it too).

Thanks!