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Areas of Practice
Employee Stock Ownership Plans (ESOPs)
Equity and Non-Equity-Based Executive and Incentive Compensation Programs
Title
Partner
Office
Indianapolis, Indiana
Bar Admissions
Indiana, 1975
U.S. Supreme Court, 1978
U.S. Tax Court, 1983
Education
Georgetown University Law Center, Washington, District of Columbia
LL.M. (Taxation), 1983
Indiana University School of Law, Indianapolis, Indiana
J.D., 1975
Indiana University
A.B., 1972
Past Employment Positions
US Air Force (Active Reserve), Judge Advocate, 1980 - 2001
US Air Force (Active Duty), Judge Advocate, 1975 - 1980
Since 1984, Mr. Smith has dedicated his private law practice primarily to employee stock ownership plans ("ESOPs") and structuring ESOP transactions. Mr. Smith has been responsible for structuring over 175 ESOP transactions for public and private companies. He also designs and implements equity and non-equity-based incentive compensation programs for public and private companies. Mr. Smith represents ESOP sponsors, ESOP fiduciaries, including employer-appointed "committees" and independent ESOP trustees, in ESOP transactions throughout the United States , including the sale of ESOP companies and the termination of ESOPs.
Mr. Smith is a partner with the Indianapolis law firm of Krieg DeVault LLP. He holds AB and JD degrees from Indiana University and an LLM in Taxation from Georgetown University Law Center . He is a member of the American and Indiana State Bar Associations. He is also a member of The ESOP Association and its Indiana Chapter, The National Center for Employee Ownership, Employee-Owned S Corporations of America ("ESCA") and its Advisory Board, and the Indiana Benefits Conference.
Mr. Smith was actively involved in drafting the S corporation ESOP enabling legislation contained in the Taxpayer Relief Act of 1997. He was a co-author of the S corporation ESOP "anti-abuse" legislation known as the "Breaux/Ramstad Bill." He structured the first ESOP to be sponsored by an S corporation for Liberty Check Printers of Minneapolis. Mr. Smith also structured the first ESOP to become a registered bank holding company, the Horizon Bancorp ESOP of Michigan City, as well as the purchase by an ESOP of a major public accounting firm from H&R Block.
From 1975 through 1980, Mr. Smith served on active duty with the U.S. Air Force as a Judge Advocate; from 1980 through 2001, he continued his service as a member of the U.S. Air Force Reserve and retired in January, 2001 with the rank of Colonel. For the last several years of his Reserve duty, Mr. Smith acted as a legal advisor to the Chairman of the Joint Chiefs of Staff and the Under Secretary of Defense in connection with employee benefit plan matters affecting the Department of Defense. He designed and drafted the first "401(k)" plan for members of the Armed Services and authored the related Report to Congress.
Published Works
Department of Labor Brief in Enron Litigation Holds Lessons for ESOP Fiduciaries, The Journal of Employee Ownership Law and Finance
Plan Drafting Issues in the Wake of Breaux/Ramstad, Insight, Willamette Management Associates
Using an ESOP as an Acquisition Vehicle, Insight, Willamette Management Associates
S Corporation ESOPs and Liberty Check Partners, Part II, The Journal of Employee Ownership Law & Finance
S Corporation ESOPs and Liberty Check Partners, The Journal of Employee Ownership Law & Finance
ESOPs, Thrift Focus, Vol. III, No. 3
Bank Holding Company ESOPs, Tax & Regulatory Considerations, The Banking Law Journal, Vol. 105, Pg. 92
Classes/Seminars Taught
Seminar Chair, "ESOPs", Indiana Continuing Legal Education Forum (ICLEF)
ESOPs for Registered Bank Holding Companies, National Conventions of The ESOP Association
The Internal Revenue Service Voluntary Compliance Resolution and Closing Agreement Programs, The Indiana Tax Institute
Benefits of the New ESOP Rules for the S Corporation, ICLEF Midwest Estate, Tax & Business Planning Institute
Using ESOPs for Planning Estates for Family Businesses, ICLEF
S Corporation ESOPs' 'Tax Loophole' or 'Retirement Plan', Indiana Pension Conference
S Corporation ESOPs, First Annual ESOP Conference, ICLEF
S Corporation ESOPs, Employee Owned S Corporations of America, Issues 2000 Conference
ESOPs in Mergers and Acquisitions, Employee-Owned S Corporation of America, Issues 2001 Conference
New S Corporation ESOP Regulations, New South Chapter, ESOP Association Conference
Sale of an ESOP Company, NCEO National Conference
S Corporation ESOPs, Ohio Employee Ownership Center Annual Conference
Section 409(p) Regulations, Ohio Employee Ownership Center Annual Conference
Fiduciary Review of Valuation Reports, ESOP Association Annual S Corporation Conference
Structuring ESOP Loans, ESOP Association Annual Technical Conference
Winding Down, Winding Up and Terminating an ESOP, NCEO National Conference
Fiduciary Oversight of the Valuation Process, ESOP Associaton S Corporation, Annual and Technical Conferences
ESOPs for S Coroporation Bank Holding Companies, S Corporation Bank Association Annual and The ESOP Association Southeast Regional Conferences
Honors and Awards
The Best Lawyers in America - Employee Benefits, 2007-2008
Best Lawyers in Indiana, Employee Benefits, 2008
Indiana Super Lawyers, 2004-2008
The Legion of Merit, 2001
The National Defense Meritorious Service Medal, 2000
Pro Bono Publico Award From Indiana State Bar Association, 1989
The Meritorious Service Medal (Four Awards), 1977 - 1995
Professional Associations and Memberships
The ESOP Association and its Indiana Chapter
The ESOP Association Interdisciplinary Committee on Fiduciary Values
The National Center for Employee Ownership
Employee-Owned S Corporations of America and its Advisory Board
Indiana Benefits Conference
Pro Bono Activities
Founding Director & Chairman, U.S. Friends of The David Sheldrick Wildlife Trust
Pro Bono Legal Counsel, David Sheldrick Wildlife Trust, Nairobi, Kenya
Founding Co-Director and Chairman, Community Organizations Legal Assistance Project
Founding Co-Director and Secretary, Mapleton Fall Creek Housing Development Corporation
Director, Secretary & Pro Bono Legal Counsel, The Oaks Academy
Director & Chairman of the Board, Interfaith Homes, Inc.
Founding Director & Secretary, Impact America Foundation
Founding Director & Secretary, Benevolent Friends of African Charities |
