Greenberg Traurig Guides Professional Services Firm Harris & Associates, Inc. in its Employee Stock Ownership Plan (ESOP) Restructuring

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100 Percent ESOP Ownership Allows for S Corporation Benefits

International law firm Greenberg Traurig, LLP represented construction management and civil engineering firm Harris & Associates, Inc. (Harris & Associates) as it implemented a plan to restructure its ownership to become 100 percent owned by an Employee Stock Ownership Plan (ESOP). Financing for the transaction was provided by Wells Fargo Bank.

Prior to the transaction, the ESOP was unleveraged and owned approximately 45 percent of Harris & Associates, which was a C corporation for tax purposes. Following the acquisition of the non-ESOP shares, Harris & Associates elected to be considered an S corporation as of Aug. 1, 2012 to benefit from the tax attributes of the firm’s new 100 percent ESOP ownership structure.

Greenberg Traurig’s team for Harris was lead by Shareholder Marc Baluda of the firm’s Corporate and Securities practice. Assisting him with the transaction were Shareholders Jeff Kahn and Brandon Feingold of the firm’s Boca Raton office, Ian Herbert of the Tysons Corner office and Associate Courtney Hopley of the San Francisco office. Baluda is located in the firm’s San Francisco office.

The firm provided counsel in the areas of finance, stock redemption, tax, employee benefits and matters related to the restructuring of the ESOP. The firm also advised in the areas of corporate and ERISA fiduciary duties.

“This restructuring exemplifies the intent of Congress in creating the S corporation ESOP,” said Baluda. “By acquiring the non-ESOP owned stock, Harris can now implement tax planning strategies that will allow it to more efficiently finance its operations. The transaction represents a win-win for the exiting shareholders as well as the current and future employees and management of Harris & Associates.”

Harris & Associates, headquartered in Concord, Calif., is a professional services firm with offices throughout the western U.S. and a staff of nearly 250 employee-owners. Since the company’s founding in 1974, its program managers, construction managers, architects and engineers have been serving the specialized planning, design and construction management needs of public and institutional clients throughout the U.S., according to its website.

Comprising more than 350 lawyers in more than 30 offices, Greenberg Traurig’s Corporate and Securities/M&A Practice provides advice and services to companies and entrepreneurs throughout the Americas, Europe, the Middle East and Asia.

About Greenberg Traurig, LLP
Greenberg Traurig, LLP is an international, full-service law firm with approximately 1750 attorneys serving clients from 35 offices in the United States, Latin America, Europe, the Middle East and Asia. In the U.S., the firm has more offices than any other among the Top 10 on The National Law Journal’s 2012 NLJ 250. For additional information, please visit http://www.gtlaw.com.

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Diane Gibes
Greenberg Traurig, LLP
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