ESOPs and Corporate Governance, 5th Ed. (digital)

This book was written to help ESOP companies think through their governance issues. An important part of the book is our latest survey on governance practices in ESOP companies. It provides details on board compensation and composition, board size and meetings, trustee types and compensation, policies and bylaws, insurance, and voting rights. Other chapters address governance at ESOP companies, including who does what, issues for boards and ESOP trustees, and the role of ESOP administrative committees; a legal analysis of ESOP participants and shareholder rights; the shareholder obligations of the ESOP trustee; the role of the ESOP fiduciary, including who is considered a fiduciary and common critical decisions for named fiduciaries; and how to create and sustain an effective ESOP company board. The final chapter discusses the 2014 fiduciary process agreement between the U.S. Department of Labor and GreatBanc Trust Company and the successor agreements based on it, which have served as important guidance for the ESOP community.

In the fifth edition (2022), this book has been extensively revised, with both major and minor changes to multiple chapters, from a new chapter on creating and sustaining effective ESOP company boards to the chapter on our 2021 ESOP corporate governance survey results.