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ESOP Boot Camp, Part 8: Who Works for Whom in an ESOP Transaction?

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ESOP Radio
ESOP Boot Camp, Part 8: Who Works for Whom in an ESOP Transaction?
Feb 11, 2026 Season 1 Episode 10
Menke

Who works for you — and who works for the ESOP — during a transaction?

In Part 8 of the ESOP Boot Camp series, Trevor Gilmore and Ben Spadt break down the key players involved in an ESOP transaction and clarify who represents whom throughout the process.

This episode explains the role of the ESOP sell-side advisor (or “quarterback”), the trustee, trustee counsel, and the independent appraiser. The discussion also covers what happens after closing — including the recordkeeper, board oversight, and annual valuation requirements.

In addition, Trevor and Ben outline common red flags owners should watch for when selecting advisors, including fee transparency, conflicts of interest, reinvestment structures, and overly complex or confusing explanations.

Topics covered include:

  • The ESOP sell-side advisor (“quarterback”) and their role
  • The trustee’s fiduciary responsibility to plan participants
  • Trustee counsel and independent valuation firms
  • Post-transaction roles: recordkeepers and governance
  • Board oversight in minority and control ESOP transactions
  • Fee transparency and common compensation structures
  • Red flags and conflicts of interest to avoid

This episode is designed for owners, CEOs, and CFOs who want clarity around the structure, governance, and advisory landscape of an ESOP transaction before entering negotiations.

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