Employee Stock Ownership Plans

Plan for your business’s future—and your employees’ futures too—with objective advice and financing.

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in assets held1


years of ESOP-dedicated service2

15 years

team members' average ESOP experience3

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What we do

The members of our ESOP Advisory Group are here to serve you in a true advisory capacity. Our team can help you determine if an ESOP is right for your company and, if it is, how to maximize the benefits for your employees and your family.

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Depth of knowledge

Our ESOP Advisory Group members bring a wealth of experience to your engagement and come from a variety of backgrounds—including involvement in private equity, business valuations, plan administration, working with trustees, and functioning as CPAs and fiduciaries. We’re also active participants in the industry, fulfilling leadership roles across a number of ESOP organizations. This helps us maintain strong relationships with other leading ESOP professionals and remain at the forefront of the industry’s best practices. 

National footprint

As an independent firmwide resource, we collaborate with bankers, underwriters and investment professionals across our firm’s national platform. This includes Commercial BankingInvestment BankingWealth Management/Private Banking, Middle Market Financial Sponsors Group and Chase Placements.

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Solving for complexity

We get involved in complex structuring issues—from new and second-stage ESOP transactions, to M&A and corporate financing solutions. Solving for mature ESOP issues, including repurchase obligation, is among our areas of expertise, as is consulting on IRS and Department of Labor compliance issues.

More than financing

As a purely advisory resource within J.P. Morgan, we support your financing activities with education, transaction planning and structuring. We also offer unbiased consultation on the right financing for your business.


1. Determine the company’s value. The IRS and the U.S. Department of Labor (DOL) have issued guidance that the ESOP must pay fair market value for the stock it purchases.

2. Conduct a feasibility study to analyze the overall framework for the transaction and to determine:

  • How much the company can afford to contribute to the ESOP each year
  • Whether part of the contribution cost can be offset by eliminating other benefit programs
  • How the ESOP will affect the company’s earnings and cash flow
  • How the transaction will be structured
  • How the ESOP will be financed 

3. Obtain financing to purchase stock if a leveraged ESOP is established.

4. Document the transaction with experienced ESOP counsel to prepare all ESOP plan documents once financing has been arranged.

5. Negotiate a stock purchase agreement between the ESOP fiduciary and the selling shareholders, setting the price and terms/conditions under which the ESOP will purchase stock from the selling shareholders. 

6. Obtain a written opinion from an independent appraiser, which is required under DOL regulations, to provide the necessary assurance that the ESOP is not paying more than fair market value for the company stock it purchases. Once an owner decides to proceed with an ESOP, the transaction can typically be closed within three months.

Each year, the company’s cash and stock contributions to the ESOP are allocated to the accounts of participating employees in the ESOP trust. The accumulated balance in a participant’s account is then distributed to the participant after they retire or end employment with the company.

A participant’s account in the ESOP trust, including any appreciated stock value, is not taxable to the participant until the participant takes distributions. Employees age 55 or older with 10 or more years of participation in the ESOP are allowed to diversify a portion of their ESOP accounts.

An ESOP is leveraged if it borrows money to purchase shares of the company’s stock. The loan may be from a financial institution, or the selling shareholder may finance the transaction by taking back a note for part or all the purchase price. The sponsoring company usually uses its assets to secure the financing.

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We have assets in excess of $4.8 billion.


 Our dedicated ESOP team—formed more than 10 years ago—is the largest in the U.S., representing a diversity of expertise. All seven team members belong to the ESOP Association, ESCA and NCEO.


Each member of our ESOP Advisory Group has worked with ESOPs for an average of 15 years.