ELM Group, an environmental consulting firm, had operated under an Employee Stock Ownership Plan (ESOP) for several years. Initially structured at 40-45% ESOP ownership, the company transitioned to a 100% ESOP in 2013. As industry consolidation grew and business succession planning became a priority, ELM Group explored strategic options, including a potential sale.

Recognizing the complexity of transitioning from an ESOP to a non-ESOP ownership structure, ELM Group sought independent fiduciary guidance to ensure compliance, fairness, and transparency in the sale process.

ELM Group’s long-standing financial manager had also served as its ESOP trustee. While this arrangement was suitable for routine company operations, it posed challenges during the sale process. The company needed a truly independent trustee who could:

• Provide unbiased fiduciary oversight.
• Navigate the complexities of transitioning an ESOP company to a non-ESOP buyer.
• Ensure the best interests of ESOP participants were upheld.
• Work seamlessly with legal, financial, and M&A advisors.

Additionally, ELM Group required a trustee with extensive experience in mergers and acquisitions involving ESOP structures—an expertise critical to ensuring compliance and successful deal execution.

Upon the recommendation of their ESOP advisor, ELM Group evaluated multiple independent trustees. After interviewing and reviewing references, they selected Bill from ERISA Advisory Group. The decision was based on several key factors:

• Extensive experience handling ESOP transactions, including ESOP-to-ESOP and ESOP-to-non-ESOP transitions.
• A strong track record of engagement and responsiveness.
• High recommendations from industry peers.

From the outset, ERISA Advisory Group provided strategic guidance throughout the M&A process, offering independent fiduciary oversight. Bill worked closely with the M&A firm, ELM Group’s attorneys, and the buyer, Haley Aldrich, to ensure a smooth transition.

• Expert Fiduciary Oversight: Bill’s role as an independent trustee ensured that all fiduciary responsibilities were met, reducing legal risks and safeguarding ESOP participants’ interests.
• Seamless Sale Execution: Bill played a critical role in negotiations, working closely with both ELM Group and Haley Aldrich to align transaction terms.
• Responsiveness & Commitment: Throughout the process, Bill remained highly engaged, even outside regular business hours, to address time-sensitive concerns.
• Successful Acquisition: In August 2024, the acquisition was finalized, with ELM Group successfully integrating into Haley Aldrich. The transaction not only met compliance requirements but also aligned with the strategic growth plans of both companies.

“Bill was instrumental in getting the deal done. He was incredibly responsive, worked seamlessly with our team, and provided the level of oversight and trust we needed in this critical transition. We wholeheartedly recommend ERISA Advisory Group for any ESOP-related transactions.”

– Mark Fisher, Former President, ELM Group

ELM Group’s successful transition to Haley Aldrich demonstrates the importance of having an independent, experienced ESOP trustee. With ERISA Advisory Group’s guidance, ELM Group navigated a complex transaction with confidence, ensuring a fair and compliant outcome for all stakeholders.

For companies considering an ESOP transition or sale, ERISA Advisory Group provides trusted fiduciary expertise to ensure a seamless and well-structured process.