Wallace (Wally) E. Brockhoff represents clients in corporate and transactional matters. He has particular experience with transactions involving middle-market companies that are or want to become employee-owned/ESOP companies or that are entrepreneur/founder-owned. He also has particular industry experience in agribusiness, construction, engineering and manufacturing. 

Wally is committed to bringing a practical and strategic approach to the client’s goals and business transactions. Wally has experience in a variety of corporate matters ranging from representing public and private companies and middle-markets companies, and advises clients on corporate governance and compliance matters, fiduciary duties and other general corporate matters.

Education

  • University of Kansas School of Law (J.D., Order of the Coif, 1991)
    • Kansas Law Review
  • Kansas State University (B.S., cum laude, 1988)
    • Ag Economics

Bar Admission

  • Missouri, 1991
  • Kansas, 1992

Professional Affiliations

  • Children's Center for the Visually Impaired, Past Board President and Current Advisory Board member
  • Children's Center Campus, Past Board President
  • The Missouri Bar
  • The American Bar Association – Business Law Section
  • ESOP Association
  • Kansas State University Alumni Association

Recognition

  • Selected for inclusion in Best Lawyers in America® for
    • Corporate Law, 2025-2026
    • Mergers and Acquisitions Law, 2017-2026
  • Kansas City Business Journal, "Best of the Bar," 2018
  • Chambers USA, Missouri Corporate M&A, 2012-2014
  • Selected to Missouri/Kansas Super Lawyers, 2011 and 2012
  • Order of the Coif
  • Moot Court Competition Best Oralist
  • Member, Kansas Law Review
Publications
All Publications
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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