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Closely held stock on ESBP Plan Termination


MadDog1111

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This question relates to terminating a vanilla C-Corp employee stock bonus plan ("ESBP" not and ESOP) that is almost entirely invested in closely held employer stock.  A 5310 application has been pending with the IRS since Sept.  The company wants to give the participants the choice they have had in the past  (as called for under the plan) of taking their plan termination distributions in cash or in stock. The Company would like to redeem shares from the Plan to raise whatever cash is needed to meet the participant elections. There are non-employee shareholders, so can't compel sale of the stock.

Are they required to not only get an independent valuation but also to appoint an independent trustee to negotiate the redemption price and make a good faith determination that the plan is being treated fairly and receiving "adequate consideration" (not less than fair market value) for its shares?  Is this to be AS OF THE DATE OF THE  REDEMPTION SALE?  If so CAN THE REDEMPTION SALE TAKE PLACE BEFORE THE DATE OF DISTRIBUTION?   What are the mechanics of doing that?  Can the participants make their election now but advise them if they elect cash their shares will be redeemed at the fair market value of the stock on the date of actual share redemption as determined by the independent trustee and an independent valuation? 

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