Weatherby & Associates, PC

ESOP
A variation on the classic Voting Trust is the Trust created as part of an Employee Stock Ownership Plan, or ESOP. An ESOP is a qualified retirement plan that invests only in the stock of the sponsorin company. Like any retirement plan, there has to be a plan document adopted by the sponsoring company. Like any retirement plan, there has to be a plan docuement adopted by the sponsoring company, but in addition there has to be a rust that holds the stock of the company purchased or issued in accordance with the plan. Like a classic Voting Trust, the ESOP trust holds the voting rights of the common stock and acts to protect the rights of the beneficiaries of the tust by voting for the directors and officers of the Corporation. Unlike a classic voting trust, the ESOP trust canno receive the stock directly from the existing shareholders, as their shares must be purchased by the Trust either by taking out a loan from a bank or by issuing a promissory note to the current shareholders. The beneficiaries of the trust are employees of the corporation and their respective share is determined by the terms of the ESOP plan document adopted by the sponsoring corporation, and not be the ESOP trust itself, as the beneficial ownership of the shares in the Trust will change as the employee's vesting in the retirement plan changes.

Additionally, the ESOP trust traditionally has an employee of the corporation (such as the CFO) act as the Trustee of ESOP trust, though an independent Trustee can be used.v

Estate freeze
The use of one or more techniques (such as a recaptiaization of a corporation or partnership, or a buy-sell agreement) to fix he valu of a business interest or other property for estate tax purposes, causin all subsequent appreciation to insure to someone other than the interest's owner.

Executorship
This is the most limited and benign form of legal delegation. The individual or fimr has been instructed to complete the settlement of an estate and to comply with a discrete set of directives that the client has authorized counsel to perform in his/her name even if the individual is deceased. Once the specified tasks have been completed, the Executor's work is usually finished.