Fiduciary Compliance in ESOP Transactions: Recent DOL Settlement Agreements and Best Practices for Counsel

Implications of Recent Settlement Agreements and Guidance on Avoiding Litigation

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Tuesday, June 4, 2019

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will guide counsel on rules and procedures governing fiduciary and compliance responsibilities of trustees and advisers in ESOP transactions. The panel will discuss the implications of recent DOL settlement agreements, such as the FBTS, Alpha and the recent LNB agreement, and best practices in satisfying fiduciary duties in ESOP transactions and avoiding litigation.


The DOL's ESOP enforcement project has continued its focus on valuation issues regarding ESOPs established by privately held companies throughout 2018. Most often, the DOL has focused on the reasonableness and reliability of valuations, which, if not undertaken correctly, can lead to the ESOP paying too much for shares of employer stock. The DOL's focus on valuation issues has resulted in several enforcement actions and settlement agreements that now serve as guidance to fiduciaries and counsel.

The DOL entered into a settlement agreement with GreatBanc Trust Co. (the GBTC agreement) in 2014. Since then, the GBTC agreement has become an accepted guide for the due diligence process for ESOP transactions, providing trustees with guidelines and procedures to satisfy their fiduciary duties in ESOP transactions. Those procedures were expanded at the end of 2017 by the DOL's settlement agreements with First Bankers Trust Services Inc. (the FBTS agreement) and Alpha Investment Consulting Group L.L.C (the Alpha agreement). More recently, the DOL has entered into another settlement agreement with Lubbock National Bank (the LNB agreement), which appears to be reflective of the GBTC agreement with continued ambiguity and uncertainties regarding ESOP transactions.

The most pertinent elements of these settlement agreements focus on the selection of valuation advisers, oversight of appraisers, financial statements and document preservation, as well as the fiduciary review process. Counsel must recognize the differences and additions of each settlement agreement to understand the DOL's perspective on the duties of ESOP trustees and advisers in such transactions.

Listen as our panel provides guidance to counsel on rules and procedures governing fiduciary and compliance responsibilities of trustees and advisers in ESOP transactions, implications of recent DOL settlement agreements, and best practices in satisfying fiduciary duties in ESOP transactions and avoiding litigation.



  1. Overview of fiduciary duties, policies and procedures of ESOP transactions
  2. The impact of DOL settlement agreement with FBTS and Alpha
  3. Detailed requirements of selecting valuation advisers and oversight of appraisors
  4. Fiduciary review process: projections, documentation and reliance
  5. Implications of the recent LNB settlement agreement


The panel will review these and other crucial issues:

  • Recognizing DOL standards for fiduciaries in ESOP transactions from the GBTC settlement agreement
  • Understanding the necessary policies and procedures to be followed by trustees or other fiduciaries of ESOPs
  • Selecting a valuation adviser and recognizing the requirements and procedures the adviser must follow
  • Proper documentation of valuation reports and transaction agreements
  • Critical steps during the fiduciary review process and avoiding litigation


Burriss, Eliot
Eliot T. (Eli) Burriss

McDermott Will & Emery

Mr. Burriss litigates complex commercial disputes throughout the United States, serving as counsel to global...  |  Read More

Nemeth, J. Christian
J. Christian (Chris) Nemeth

McDermott Will & Emery

Mr. Nemeth provides legal counsel on complex commercial litigation and government investigations, including ERISA...  |  Read More

Watson, Roberta
Roberta Casper Watson

The Wagner Law Group

Ms. Watson focuses on ERISA and employee benefits. She concentrates on a wide array of areas including, pension and...  |  Read More

Rickard, Emily
Emily Rickard

McDermott Will & Emery

Ms. Rickard focuses her practice on  employee benefits matters. In addition to employee benefits, she concentrates...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video