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Indianapolis Office
One Indiana Square
Suite 2800
Indianapolis, IN 46204-2079

Atlanta Office
1230 Peachtree Street NE
Suite 2490
Atlanta, GA 30309

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Practice and Industry Teams

Stephen D. Smith


Since 1984, Stephen 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 250 ESOP transactions for public and private companies throughout the United States.  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, including the sale of ESOP companies.

Mr. Smith was directly 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."

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.

Representative Experience

  • Structured the first ESOP to be approved by the Board of Governors of the Federal Reserve system as a registered bank holding company, the Horizon Bancorp ESOP
  • Drafted amendments to Internal Revenue Code and ERISA to enable S corporations to sponsor ESOPs and implemented first S corporation ESOP for Liberty Enterprises
  • Structured leveraged S corporation ESOP purchase of 100% of the stock of regional accounting firm
  • Structured leveraged S corporation ESOP purchase of largest provider of optometry and ophthalmology services in Rocky Mountain area
  • Represented ESOP trustee in connection with purchase by employees of sponsoring employer with funds transferred from 401(k) plan
  • Structured leveraged ESOP purchase of professional service firms using simultaneously implemented ESOPs by acquiror and target companies
  • Conceived of, designed and drafted enabling legislation for thrift savings plan for active and reserve members of the Armed Forces
  • Assembled Department of Defense Working Group, analyzed U.S. and state laws on division of military retirement pay on divorce and authored Report to Congress for legislative reforms legislation
  • Founded firm's Atlanta Office


  • Indiana University Robert H. McKinney School of Law in Indianapolis, Indiana (J.D., 1975)
  • Georgetown University School of Law, Washington, D.C. (LL.M in Taxation, 1983)
  • Indiana University, Bloomington, Indiana (A.B., 1972)

Bar Admissions

  • Indiana, 1975
  • U.S. Supreme Court, 1978
  • U.S. Tax Court, 1983
  • Georgia, 2008
  • U.S. Court of Military Appeals, 1975

Professional Associations

  • The ESOP Association and its New South Chapter
  • The ESOP Association Interdisciplinary Advisory Committee on Fiduciary Issues, Chair
  • The National Center for Employee Ownership
  • Indiana Benefits Conference

Awards and Recognitions

  • Best Lawyers In America®,  Employee Benefits (ERISA) Law, 2007-2014
  • Indiana Super Lawyers, 2004-2014
  • Pro Bono Publico Award - Indiana State Bar Association
  • Military Decorations:  The Legion of Merit, Defense Meritorious Service Medal, Meritorious Service Medal (four awards) and Air Force Commendation Medal (two awards)

Seminars and Presentations

  • "Common Legal and Plan Administration Issues Applicable to Bank ESOPs", The ESOP Association Banks and ESOPs Conference
  • 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 Conference
  • "ESOPs in Mergers and Acquisitions," Employee-Owned S Corporation of America, Issues Conference
  • "New S Corporation ESOP Regulations," New South Chapter, ESOP Association Conference
  • “Sale of an ESOP Company,” NCEO National 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 Association S Corporation, Annual and Technical Conferences
  • “ESOPs For S Corporation Bank Holding Companies,” S Corporation Bank Association Annual and The ESOP Association Southeast Regional Conferences
  • “Legal and Regulatory Update,” NCEO Annual Conference
  • “Fiduciary Review of Service Providers,” ESOP Association Annual Conference
  • “Roles and Responsibilities of Board of Directors of Employee-Owned Companies,” ESOP Association Board of Directors Retreat
  • “Fiduciary Responsibility for Valuations,” ESOP Association Annual Technical Conference
  • “Repurchase Obligations and ESOP Stock Valuation,” NCEO/Beyster Institute Employee Ownership Conference
  • “Conflicts in Governance: Board, Trustees, Fiduciaries,” The ESOP Association Annual Conference
  • "Board of Directors: Roles and Compositions," The ESOP Association Las Vegas Conference and Trade Show
  • "Workshop for Internal Trustees, A Roundtable Discussion," The ESOP Association Las Vegas Conference and Trade Show
  • "The Role of the Board in an ESOP Company," The ESOP Association Third Annual Conference for Boards of Directors of ESOP Companies
  • "What Do I Do? Someone Wants to Buy Me!", The ESOP Association Tri-State Regional Conference
  • "Should the ESOP Repurchase Value be Reflected in Stock Value?," NCEO/Beyster Employee Ownership Conference
  • "Employee Stock Ownership Plans - Leadership Challenges and Opportunities," Miller College of Business, Ball State University
  • "Sale to Company or Sale to ESOP, Using Redemptions in ESOP Transactions," The ESOP Association 33rd Annual Conference
  • "Issues on Selling an ESOP Company," The New South Chapter of the ESOP Association Fall Conference
  • "Repurchase Obligation/Valuation Issues in ESOP Companies," The ESOP Association Sustainability Conference
  • "Boards of Directors: Composition and Roles," The ESOP Association Las Vegas Conference and Trade Show
  • "The Repurchase Obligation and Stock Valuation: Opening the Can of Worms," NCEO/Beyster Annual Conference
  • "Recent Developments and Trends for ESOP Fiduciaries," The ESOP Association 34th Annual Conference
  • "Interdisciplinary Panel on Current ESOP Events," The ESOP Association Las Vegas Conference & Trade Show
  • "Best Practices in Corporate Governance: How to Recruit and Run an Effective Board," The ESOP Association Tri-Chapter Regional Conference
  • "Incentive ESOP Alternative in Business Succession Planning," NCEO/Beyster Employee Ownership Conference
  • "Interaction Between ESOP Trustees and Board of Directors," The ESOP Association 35th Annual Conference 
  • "ESOP Committees:  Types, Responsibilities and Relationships," Indiana Chapter, The ESOP Association
  • "Sticky Fiduciary Wickets," The ESOP Association 2012 Las Vegas Conference & Trade Show
  • "Current ESOP Fiduciary Issues," The ESOP Association Forum for ESOP Professionals
  • "ERISA Fiduciary Issues for Minority ESOPs," The ESOP Association Conference for Minority ESOPs


  • "Department of Labor Brief in Enron Litigation Holds Lessons for ESOP Fiduciaries," The Journal of Employee Ownership Law and Finance, National Center for Employee Ownership
  • "Plan Drafting Issues in the Wake of Breaux/Ramstad," Insights, Willamette Management Associates
  • "Using an ESOP as an Acquisition Vehicle," Insights, Willamette Management Associates
  • "S Corporation ESOPs and Liberty Check Printers," The Journal of Employee Ownership Law & Finance, National Center for Employee Ownership
  • "S Corporation ESOPs and Liberty Check Printers, Part II," The Journal of Employee Ownership Law & Finance, National Center for Employee Ownership
  • "ESOPs," Thrift Focus, Vol. III, No. 3
  • "Bank Holding Company ESOPs, Tax & Regulatory Considerations," The Banking Law Journal, Vol. 105, Pg. 92
  • "Partial Terminations Present Unique Challenges for ESOP Sponsors," The Journal of Employee Ownership Law & Finance, National Center for Employee Ownership
  • "Chapter 2, Legal and Regulatory Issues," Executive Compensation in ESOP Companies, Third Edition, National Center for Employee Ownership