Robert D. Grossman

Robert D. Grossman is a shareholder in the Corporate and Transactional Practice Group and leads the firm’s National ESOP Practice. Bob has extensive experience with a variety of corporate matters and brings a broad, seasoned perspective to clients’ business challenges and the development of business strategies.

Mr. Grossman is a nationally-recognized ESOP authority, known for his clear communication style while providing sophisticated, but practical, advice to shareholders, boards, management teams and fiduciaries of employee-owned companies, including some of the largest and most successful in the country. 

Bob’s practice involves the design, drafting and operation of ESOPs as well as other types of qualified retirement plans, executive compensation programs and equity and non-equity based management incentive plans. He is regularly involved in the design, structure, negotiation and documentation of complex ESOP transactions involving senior credit facilities, seller financing through subordinated notes, stock redemption agreements, stock purchase agreements and ESOP exempt loan documents. Mr. Grossman also has significant experience advising companies on matters involving corporate governance and fiduciary responsibilities and has successfully represented ESOP companies and fiduciaries in connection with proceedings involving the U.S. Department of Labor and the Internal Revenue Service. 

Bob has advised public as well as private companies, including large professional service organizations, in a wide variety of industries, including advertising, animal health, architecture, automotive, banking, chemicals, commodities trading, construction, consulting, craft breweries, design, energy, engineering, financial services, health care, insurance, iron and steel distribution, manufacturing, marketing, pharmaceuticals, printing, professional and other services, public relations, retail, security, software development, telecommunications and travel.

• On-going advice to numerous ESOP companies, including some of the largest in the United States, regarding transactional structuring, plan design, operational issues, fiduciary responsibilities, corporate governance and executive compensation. Plans range in size from approximately $5 million to over $5 billion in value

• Provide counsel on a regular and recurring basis to companies in connection with the structure, negotiation and documentation of corporate redemptions, tender offers and other stock purchases in combination with ESOP purchases of stock

• Represent plan sponsors and fiduciaries with audits and investigations by government agencies, including the Internal Revenue Service and the Department of Labor

• Represented plan sponsors and plan fiduciaries in connection with litigation involving drop in price of publicly-traded company stock held by qualified retirement plans

• Represented ESOP-owned construction company in connection with $100 million stock sale

• Represented construction company in connection with the formation of a new ESOP and the purchase by the ESOP of over $300 million of stock

• Represent several of the largest engineering, construction and design firms in the United States in connection with the design, documentation and operation of their ESOP

• Represented engineering firm in connection with the formation of a new ESOP, debt restructuring and the purchase of stock from approximately 50 shareholders

• Represented fiduciary of ESOP-owned company in connection with redemption of stock for notes and warrants

• Represented publicly-traded pharmaceutical company in connection with establishment and operation of ESOP and purchase of $106 million of preferred stock

• Represented fiduciaries of ESOP in connection with $82 million sale of stock to publicly-traded telecommunications company

• Represented fiduciaries of ESOP in connection with $25 million sale of stock to publicly-traded company

• Represented privately-owned international security firm in connection with establishment of ESOP and purchase of stock from individual stockholders

• Represented individual owners of several companies  in connection with Section 1042 tax-deferred sales of stock to ESOPs

• Represented fiduciaries of convenience-store chain ESOP in connection with $300 million sale of stock

• Represented several plan sponsors in connection with the ERISA and securities law aspects of using participant 401(k) elective deferrals to purchase company stock

• Represented fiduciaries of ESOP in connection with sales of stock in initial public offering

• Represented the trustee of a newly formed ESOP in connection with the purchase of stock from founders of a craft brewery

• Serve as an expert witness in significant cases involving ESOPs