Robert D. Grossman Partner rgrossman@lathropgage.com KANSAS CITY 2345 Grand Blvd. Suite 2200 Kansas City, MO 64108 T: 816.460.5831 F: 816.292.2001 Assistant Erin Thompson 816.460.5590 PRACTICE AREAS Corporate Employee Benefits and Executive Compensation Fiduciary Litigation Tax and Employee Benefits Employee Benefits Employee Stock Ownership Plans EDUCATION New York University School of Law, LL.M. Taxation, 1978 University of Missouri-Kansas City School of Law, J.D., with distinction, 1977 Tulane University, B.S., cum laude, 1974 Mr. Grossman practices in the field of general business law with special emphasis on executive compensation, qualified retirement plans, deferred compensation and employee stock ownership plans (ESOPs). Mr. Grossman represents a number of companies ranging from small privately-held businesses to large, professional service organizations and publicly traded companies in connection with the design, drafting and operation of qualified retirement plans, executive compensation and deferred compensation programs, including such matters as executive employment contracts, annual incentive plans, long-term incentive compensation programs and equity-based incentive compensation programs such as stock options, stock appreciation rights, restricted stock, phantom stock and employee stock purchase plans. Mr. Grossman is a nationally-recognized ESOP authority with extensive experience representing owners, management and fiduciaries of employee-owned companies and lenders to ESOP companies. ESOP transactions have involved private as well as public companies in a variety of industries including advertising, architecture, automotive, banking, chemicals, commodities trading, construction, craft breweries, energy, engineering, financial services, health care, insurance, iron and steel distribution, manufacturing, pharmaceuticals, printing, professional and other services, retail, security, telecommunications and travel.
Representative Engagements: On-going advice to numerous ESOP companies, including some of the largest in the United States, regarding transactional structuring, plan design, operational issues, fiduciary responsibilities, corporate governance and executive compensation. Plans range from approximately $1 million to over $2 billion in value. Provide counsel on a regular and recurring basis to companies in connection with the structure and documentation of corporate redemptions and tender offers in combination with ESOP purchases of stock. Represented plan sponsors and plan fiduciaries in connection with litigation involving drop in price of publicly-traded company stock held by qualified retirement plans. Represents ESOP-owned construction company in connection with $100 million stock sale. Represents several of the largest engineering and construction companies in the United States in connection with the design, documentation and operation of their ESOPs. Represented fiduciary of ESOP-owned construction company in connection with redemption of stock for notes and warrants. Represented publicly-traded pharmaceutical company in connection with establishment and operation of ESOP and purchase of $106 million of preferred stock. Represented fiduciaries of ESOP in connection with $82 million sale of stock to publicly-traded telecommunications company. Represented fiduciaries of ESOP in connection with $25 million sale of stock to publicly-traded pest control company. Represented privately-owned international security firm in connection with establishment of ESOP and purchase of stock from individual stockholders. Represented individual owners of large advertising agency in connection with Section 1042 tax-deferred sales of stock to ESOP. Represented fiduciaries of convenience-store chain ESOP in connection with corporate reorganization. Represented several plan sponsors in connection with the ERISA and securities law aspects of using participant 401(k) elective deferrals to purchase company stock. Represented fiduciaries of ESOP in connection with sales of stock in initial public offering.
Represented the Trustee of a newly formed ESOP in connection with the purchase of stock from founders of Colorado-based craft brewery. Services as an expert witness in nationally-known case involving an ESOP. Court Memberships Kansas Missouri U.S. Tax Court Honors Finalist, 2007 Lawdragon 500 Selected among The Best Lawyers in America, 2008-2019 Selected as a Lawyer of the Year (Employee Benefits/Kansas City) by Best Lawyers in America, 2016 & 2018 Selected for Missouri/Kansas Super Lawyers, 2005-2016 Kansas City Business Journal, Best of the Bar, 2006 Martindale-Hubbell "AV" Rating Phi Beta Kappa Member, UMKC Law Review Editorial Staff, The Urban Lawyer Professional Affiliations Member of The ESOP Association Legislative and Regulatory Committee Member of The ESOP Association Member of ESCA (Employee-Owned S Corporations of America) Member of ESCA Advisory Council Member of The National Center for Employee Ownership (NCEO) Heart of America Tax Institute, Past Chairman Publications Co-author, Converting Former Employees' ESOP Accounts to Non- Stock Investments Requires Careful Planning, "91 Journal of Taxation 299," November 1999
Co-author, Protection of Retirement Assets From Creditors More Clouded Since Patterson v. Shumate, "Journal of Taxation of Employee Benefits," March 1995 Author, Rulings on Sales Proceeds May Create Serious Obstacle for ESOP Fiduciaries, "Journal of Taxation of Employee Benefits," January/February 1995 Co-author, IRS Rulings on Sales Proceeds May Create Serious Obstacle for ESOP Fiduciaries, "Journal of Taxation," November 1994 Presentations Speaker, Trustees' Duties, ESOP Association Annual Conference, Washington D.C., May 2018 Speaker, Advanced ESOP Topics, American Council of Engineering Companies Annual Convention and Legislative Summit, Washington D.C., April 2018 Moderator, The Great Debate: ESOP Sustainability, Annual Spring Kansas City ESOP Seminar, The ESOP Association, April 2018 Speaker, ESOPs and Engineering Firms, The American Council of Engineering Companies Fall Conference, Orlando, Florida, October 2017 Speaker, Strategies For Competitive Compensation, The Heart of America Chapter of The ESOP Association, Kansas City, Missouri, August, 2015 Speaker, Trustees' Duties, The ESOP Association, Washington, D.C., May, 2015 Speaker, Compensation Issues for Privately Held Companies, National Center for Employee Ownership (NCEO), Denver, Colorado, April, 2015 Speaker, The DOL Fiduciary Process Agreement: What You Should Know", The Heart of America Chapter of The ESOP Association, Kansas City, Missouri, April, 2015 Speaker, Employee Stock Ownership Plans: Legal and Regulatory Update, The Heart of America Chapter of The ESOP Association, September, 2014 Speaker, ESOP Distributions & Diversifications Oh No! Can We Change Our Policy?, ESCA 2014 Leadership Summit, Ft. Lauderdale, Florida, February 2014 Speaker, Evaluating Offers and Selling an ESOP Company, The ESOP Association, Las Vegas, Nevada, November 2013
Speaker, The DOL: Legal, Fiduciary and Valuation Issues, The Heart of America Chapter of The ESOP Association, August 2013 Speaker, The Role of the ESOP Fiduciary When a 3rd Party Makes an Offer to Buy Your ESOP Company, The ESOP Association, Las Vegas, Nevada, November 2012 Speaker, Executive Compensation in an ESOP Company, The Heart of America Chapter of The ESOP Association, August 2012 Speaker, Duties of an ESOP Trustee, The ESOP Association, Washington, D.C., May 2012 Speaker, ESOP Distributions and Diversification, The Heart of America Chapter of The ESOP Association, August 2011 Speaker, The Responsibility of the Board of Directors in Addressing ESOP Repurchase Obligations, The Heart of America Chapter of The ESOP Association, April 2011 Speaker, ESOP Legislative, Regulatory and Case Law Developments, The ESOP Association, Las Vegas Conference & Trade Show, November 2010 Speaker, ESOP Plan Audits by the Internal Revenue Service and the Department of Labor, The Heart of America Chapter of The ESOP Association, August 2010 Speaker, Legal & Legislative Update, The ESOP Association, Las Vegas Conference & Trade Show, November 2009 Speaker, Thorny Governance Issues, The Heart of America Chapter of The ESOP Association, Kansas City, Missouri, August 2009 Speaker, To Sell or Not to Sell, The ESOP Association, Washington, D.C., May 2009 Speaker, ESOP Sustainability, ESCA Leadership Summit, Miami, Florida, February 2009 Speaker, How and Why an ESOP Works, The Heart of America Chapter of The ESOP Association, August 2008 Speaker, The ABCs of Participant Voting, The ESOP Association, Las Vegas Conference & Trade Show, November 2007 Speaker, Advanced S Corporation Issues, The Heart of America Chapter of The ESOP Association, 8th Annual Fall ESOP Conference, Kansas City, Missouri, October 2007 Speaker, Stock Options and Other Equity-Based Compensation Alternatives, Enterprise Center of Johnson County, Lenexa, Kansas, May 2007
Speaker, Lateral Transfer of Other Qualified Plan Assets to ESOPs, The ESOP Association, Las Vegas, Nevada, November 2006 Speaker, Stock Options and Other Equity-Based Compensation Alternatives, Enterprise Center of Johnson County, Lenexa, Kansas, September 2006 Speaker, ESOP 101 Workshop: Legal, Tax and Financial Basics, The Heart of America Chapter of The ESOP Association, 7th Annual Fall Conference, Kansas City, Missouri, August 2006 Speaker, Pros and Cons of Internal vs. External Trustees, The Heart of America Chapter of The ESOP Association, 6th Annual ESOP Conference, Kansas City, Missouri, August 2005 Speaker, Someone Wants to Buy Our ESOP Company, What Do We Do Now? The ESOP Association Annual Conference, Las Vegas, Nevada, November 2004 Speaker, Advanced S Corporation Issues, The Heart of America Chapter of The ESOP Association, Kansas City, Missouri, September 2004 Speaker, Business Succession Planning Using Employee Stock Ownership Plans, Shook, Hardy & Bacon, L.L.P. Seminar, Kansas City, Missouri, June 2004 Speaker, Selected ESOP Operational and Administration Issues, The Heart of America Chapter of The ESOP Association, Kansas City, Missouri, May 2004 Speaker, Advanced Financing Developments Involving ESOPs, The ESOP Association, Washington D.C., May 2004 Speaker, Estate and Business Succession Planning Using ESOPs, The ESOP Association, Las Vegas, Nevada, November 2003 Speaker, Is an ESOP Right For You?, 2003 ESOP Institute, Kansas City, Missouri, February 2003 Speaker, ESOPs... Yes You Can! presented to Intrust Bank, N.A. and Kansas Venture Capital, Olathe, Kansas, January 2003 Speaker, Fiduciary Responsibilities in a Post-Enron World, The ESOP Association, Las Vegas, Nevada, November 2002 Speaker, Estate and Business Succession Planning Using Employee Stock Ownership Plans, Overland Park Chamber Foundation, Overland Park, Kansas, November 2002 Speaker, ERISA & Executive Compensation Litigation in a Post- Enron World, Shook, Hardy & Bacon Seminar, New Orleans, LA, October 2002
Speaker, Does An ESOP Make Sense for You? The Heart of America Chapter of The ESOP Association, Lake of the Ozarks, Missouri, October 2002 Speaker, Corporate Governance in ESOP Companies, The Heart of America Chapter of The ESOP Association, Lake of the Ozarks, Missouri, October 2001 Speaker, Key Provisions of EGTRRA, Shook, Hardy & Bacon Seminar, Kansas City, Missouri, September 2001 Speaker, Tax Relief Reconciliation Act of 2001: What Lies Ahead?, Kansas City Metropolitan Bar Association Tax Law Committee and Kansas City Chapter of the Missouri Society of Certified Public Accountants, Kansas City, Missouri, September 2001 Speaker, Rewarding Key People in an ESOP Company, The ESOP Association, Washington, D.C., May 2001 Speaker, ESOP Fiduciary Issues, The Heart of America Chapter of The ESOP Association, Lake of the Ozarks, Missouri, October 2000 Speaker, Estate and Business Succession Planning Using ESOPs, American Bar Association Tax Section Meeting, Washington, D.C., May 2000