Excerpt: In Nestl? Purina Petcare Co. v. Commissioner of Internal Revenue, No. 09-1381 (8th Cir. 2010), the Nestl? Purina Petcare Company, known as 'Ralston' during the relevant years, had established an employee stock ownership plan (an 'ESOP'). A trust held the ESOP's assets, which consisted primarily of Ralston preferred stock. When a participant left Ralston, the participant was required to direct the ESOP to convert the value of the preferred stock allocated to his or her ESOP account into cash, shares of Ralston common stock, or a combination of both.