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| Overview | |
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| ESOP Basics | |
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| History of ESOPs | |
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| Risks and Rewards of Establishing an ESOP | |
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| Benefits and Advantages of ESOPs | |
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| Risks and Disadvantages of ESOPs | |
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| Repurchase Obligation: The Ultimate Cost | |
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| Basic ESOP Requirements | |
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| Structure of an ESOP | |
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| Invested Primarily in Qualifying Employer Securities | |
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| Acquisition of Employer Securities | |
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| Section 401(a) Tax-Qualification Requirements | |
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| Diversification | |
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| Timing of Distributions | |
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| Forms of Distribution | |
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| Put Option Requirement: The Right to Demand Employer Securities | |
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| Rebalancing and Reshuffling | |
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| Voting Rights | |
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| Deductibility | |
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| General ESOP Deduction Rules | |
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| Deducting Dividends | |
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| Fiduciary Obligations in ESOPs | |
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| Identification of ERISA Fiduciaries | |
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| Delegating Fiduciary Duties | |
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| Applying the ERISA Fiduciary Duties to ESOP Fiduciaries | |
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| Breach of Fiduciary Duty and Mitigation of Liability | |
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| ESOPs and Prohibited Transactions | |
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| Statutory Requirements | |
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| Exemptions from Prohibited Transactions | |
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| Adequate Consideration | |
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| Valuation | |
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| Determining the ESOP's Value | |
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| The Independent Appraiser | |
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| Section 1042 Transactions | |
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| Overview of Code Section 1042 | |
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| Written Statements of Election and Purchase | |
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| Statement Of Code Section 1042 Election | |
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| Qualified Securities Test | |
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| ESOP Ownership Test | |
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| Qualified Replacement Property Test | |
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| Employer's Verified Written Statement of Consent | |
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| Deferred Taxation of Section 1042 Transaction Proceeds | |
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| Prohibited ESOP Allocations to Shareholders | |
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| Donations of Securities to an ESOP | |
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| Securities Reporting and ESOPs of Publicly Traded Companies | |
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| Securities Considerations | |
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| ESOPs Sponsored by Publicly Traded Companies | |
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| Leveraged ESOPs | |
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| Leveraging: A Unique ESOP Feature | |
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| Exempt Loans | |
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| Refinancing Exempt Loans | |
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| Mechanics of a Leveraged ESOP | |
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| Repayment of Exempt Loans and Release of Employer Securities | |
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| ESOPs Maintained by Subchapter S Corporations | |
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| Subchapter S Corporation ESOP Basics | |
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| Taxation of Subchapter S Corporation ESOPs | |
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| Subchapter S Corporation ESOP Anti-Abuse Rules | |
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| Mergers and Acquisitions: Transactions with ESOPs as Buyers or Sellers | |
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| ESOPs and M&A Transactions | |
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| Acquisitions Divestitures | |
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| Sale of the Company Sponsoring the ESOP | |
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| Other Transactions and Considerations | |
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| Apprendices | |
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| Response to Technical Assistance Request (#1) Concerning Immediate Resale Provisions in ESOPs | |
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| Response to Technical Assistance Request (#2) With Regard to Language That Is Required To Be Included in an ESOP | |
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| Response to Technical Assistance Request (#4) Regarding Rebalancing and Reshuffling Provisions in ESOPs and Stock Bonus Plans | |
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| Response to Technical Assistance Request (#5) With Regard to Reshuffling Provisions in ESOPs Designed To Prevent the Occurrence of a Nonallocation Year | |
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| Form S-8 - Registration Statement Under the Securities Act of 1933 | |
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| IRS Form 2553 - Election by a Small Business Corporation | |