"To address the costs associated with the ESOP wind-down process, buyers should negotiate a dedicated escrow or reserve specifically for ESOP wind-down costs. This should be based on: [1] Estimated distributions and participant counts; [2] Projected legal, fiduciary and administrative costs (e.g., cost to administer participant distribution elections, obtain fiduciary tail policies, and seek an IRS determination letter); and [3] Potential audit and compliance expenses, including any expenses related to operational or other compliance issues for the plan."  MORE >>