Stanley Bulua has been practicing law for more than 40 years and concentrates in the areas of ESOPs, estate planning, estate administration and income tax.

Stan’s ESOP practice involves the design, structure, negotiation, and documentation of complex ESOP transactions involving bank financing, seller financing through subordinated notes and warrants, stock redemption agreements, stock purchase agreements and ESOP exempt loan documents. He has vast experience in the design and implementation of ESOPs to deal with a broad range of business succession issues. Stan also has significant experience advising ESOP-owned 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. Stan is well recognized in the ESOP area and has lectured to professional groups on many aspects of ESOP practice.

In the estate planning area, Stan has advised his clients with respect to the use of sophisticated trust and estate planning techniques involving both lifetime and testamentary transfers. These techniques have included the use of complex wills, irrevocable trusts, qualified personal residence trusts, grantor retained annuity trusts, defective grantor trusts, charitable remainder trusts, family limited partnerships and limited liability companies. Stan has also represented executors and trustees in the administration of trusts and estates and is well versed in advanced post-mortem techniques of estate administration.

In the area of income taxation, Stan advises individuals, partnerships, trusts, limited liability companies and corporations on income tax issues affecting their operations and businesses. He has also represented individuals and entities on contested tax matters.

Education

  • New York University School of Law (LL.M.)
    • New York University School of Law (J.D., Order of the Coif)
      • Brandeis University (B.A., cum laude)

        Bar Admission

        • New York
        • Connecticut

        Court Admissions

        • U.S. Tax Court
        • U.S. District Court, Southern District of New York
        • U.S. Court of Appeals, Second Circuit

        Professional Affiliations

        • Chairman, Westchester County Bar Association, Tax Section, 1998-2001
        • Director, Westchester County Inc., Estate Planning Council, 2000-2003
        • Member, ESOP Association and National Center for Employee Ownership

        Recognition

        • Selected for inclusion in Best Lawyers in America® for Tax Law, 2006-2022, 2026
        • AV Rated in Martindale-Hubbell
        Publications
        ESOP Transactions and the Duty to Monitor Revisited
        Key Takeaways: Board’s Duty to Monitor the Trustee: A company’s board of directors has a fiduciary duty to monitor the ESOP trustee’s actions in an ESOP transaction, ensuring that the trustee is acting in the exclusive interest of the ESOP participants and has sufficient information to make informed decisions with respect to the transaction. Trustee Certification and Fairness Opinion: Historically, it has been standard practice for the ESOP trustee to provide a certification confirming several aspects of a transaction, including a financial advisor’s opinion on the adequacy of the deal consideration and the fairness of the transaction's terms. Role of Special Meetings: Based on recent caselaw, advisors have begun holding a special meeting with the board and trustee before the closing of the
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        Department of Labor Proposes Rule on Valuing Stock for ESOP Stock Purchase and Sale Transactions
        On January 16, 2025, the Employee Benefits Security Administration (EBSA) at the Department of Labor (DOL) released drafts of long-awaited proposed regulations seeking to clarify the definition of “adequate consideration” as set forth in Section 3(18)(B) of ERISA and a proposed class exemption from certain prohibited transaction restrictions in connection with an employee stock ownership plan’s (ESOP) initial acquisition of privately held employer stock from a selling shareholder.   The ESOP community has sought clear guidance on what the term “adequate consideration” means ever since ERISA’s inception 50 years ago. Although EBSA first proposed “adequate consideration” regulations in 1988, the DOL never finalized these rules. Without such guidance, the ESOP community has expressed concerns that plan sponsors, selling shareholders and ERISA fiduciaries could be left
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