Susan is a principal in Gray Plant Mooty’s (GPM) Employee Benefits & Executive Compensation practice group and specializes in qualified retirement plans, with an emphasis on employee stock ownership plans (ESOPs). She represents companies, trustees, and lenders in a variety of ESOP transactions, including ESOP stock purchase transactions and asset or stock sale transactions by ESOP-owned companies. Susan is well-known among ESOP professionals as an expert on S corporation ESOP issues, including the anti-abuse requirements of Code Section 409(p). She is a frequent presenter and participant in national and regional ESOP conferences and seminars and has been quoted in articles on ESOPs in the Minneapolis StarTribune, BNA’s Daily Tax Reporter and on the NCEO website.
Susan also represents companies, including publicly-traded companies, in IRS and Department of Labor audits and on ERISA and employee benefits issues arising in mergers and acquisitions transactions. She regularly advises clients on correction of operational errors, drafting and implementing fiduciary compliance and corporate governance policies, avoiding prohibited transactions, and retirement plan design, in connection with ESOPs, 401(k) plans, and pension plans.
From 1988-1990, Susan worked as a staff attorney for the Pension Benefit Guaranty Corporation (PBGC) in Washington DC, before joining GPM in 1990. Susan left GPM from 1995-2000 to serve as in-house employee benefits, employment, and securities counsel for a publicly-traded energy company, returning to GPM in 2000.
Susan is married to John Lenczewski, and has three children, Mark (16), Joseph (14), and Bridget (12). In her spare time, Susan enjoys cooking, wine collecting (although still a novice), gardening, and travel.
Experience
- Assisted in drafting comments to proposed IRS regulations, annual reporting forms and IRS sample language, with other ESOP attorneys on behalf of The ESOP Association
- Assisted in ESOP outreach and educational programs as a member of the Membership Committee of the Minnesota Chapter of The ESOP Association
- Represented a medical services company in the sale of 98% of the company's stock by its individual shareholders to the company's ESOP, resulting in a 100% ESOP-owned company; previously advised the company with respect to a reorganization of the company and its many brother-sister companies into a holding company/subsidiary structure, and then assisted the holding company with the establishment of an ESOP for the benefit of its and its subsidiaries' employees
- Represented an institutional ESOP trustee in the purchase of 10% of the stock of a grocery store chain in connection with the establishment of a new ESOP for the benefit of eligible employees
- Represented a small manufacturing company in the sale by its ESOP of 100% of the company's stock to a large multinational financial company, thereby resulting in a premium over the last appraised stock value to accrue to the accounts of ESOP participants
- Represents a Fortune 500 company in day-to-day compliance and administrative issues arising in connection with its 401(k), profit sharing, ESOP, and pension plans
- Represents a number of mid-size ESOP companies in connection with compliance and administrative issues, including Form 5500 review, correction of operational errors, plan amendments, and restatements, and in IRS and Department of Labor audits
Publications
- "ESOP Legal Update," coauthor, The Journal of Employee Ownership Law and Finance, Volume 22, No. 2, Spring 2010
- "Case Law Developments: Citigroup ERISA Litigation," coauthor, ESOP Report, December 2009
- "Case Law Developments: Indemnification of and Advancement of Legal Fees to ESOP Fiduciaries ("Couturier/TEOHC Litigation"), coauthor, ESOP Report, May 2009
- "Comments of the ESOP Association on IRS Sample Plan Language for Section 409(p) Transfers," coauthored, BNA Daily Tax Report, August 29, 2008
- “ESOP-Owned S Corporations Under the Section 409(p) Final Regulations,” Business Entities (RIA), Sept./Oct. 2007, pp. 44-49, 70-72
- “ESOP Anti-Abuse Testing for S Corporations,” Chapter 31 in Employee Stock Ownership Plans (two-volume treatise edited by Robert W. Smiley, Jr., et al.), Beyster Institute, coeditor, 2006, 2007
- “S Corporation ESOP Anti-Abuse Rules—Revised Temporary Regulations—The Good, the Bad and the Ugly,” Leading Companies Online Magazine, Beyster Institute, coauthor, April 2005
- “The Tax Free Environment of S Corporation ESOPs and the Perils of the Anti-Abuse Rules,” Business Entities (RIA), coauthor, March/April 2004, pp. 26-34
Presentations
- "ESOP Update," Minneapolis Pension Council, April 16, 2009
- “Distribution Flexibility: How Much is There?” The ESOP Association’s Annual Conference, copresenter, Washington, DC, May 13-14, 2008
- “Introduction to ESOPs,” Minnesota State Bar Association’s 2008 Business Law Institute, Minneapolis, MN, April 28-29, 2008
- “Basic S Corporation ESOPs,” NCEO/Beyster Institute Annual Conference, copresenter, Chicago, IL, April 2-4, 2008
- “Pension Protection Act Impact on ESOPs Sponsored by Closely Held Companies,” The ESOP Association’s 17th Annual Technical Conference, copresenter, Las Vegas, NV, Nov. 8-9, 2007
- “Haves and Have Nots—How to Get Shares to New Employees,” The ESOP Association’s 30th Annual Conference, copresenter, Washington, DC, May 15-16, 2007
- “Life as an S Corporation ESOP Company,” NCEO/Beyster Institute Annual Conference, moderator, San Diego, CA, March 21-23, 2007
- “The Final 409(p) Regulations Are Here—What Has Changed?” The ESOP Association’s 9th Annual S Corporation ESOP Seminar, copresenter, Orlando, FL, Feb. 15-16, 2007
- “Ongoing Compliance Issues for S Corporation ESOPs,” The ESOP Association’s 9th Annual S Corporation ESOP Seminar, copresenter, Orlando, FL, Feb. 15-16, 2007
- “Basic Review of Tests to Ensure Compliance with ERISA,” The ESOP Association’s 16th Annual Technical Conference, copresenter, Las Vegas, NV, Nov. 9-10, 2006
- “ESOP Distribution Rules,” NCEO/Beyster Institute Annual Conference, copresenter, St. Paul, MN, April 26-28, 2006
- “Navigating Section 409(p) in a 100% ESOP-Owned S Corporation,” The ESOP Association’s 2006 Annual S Corporation ESOP Seminar, copresenter, Orlando, FL, Feb. 23-24, 2006
- “Responsibilities of Internal ESOP Trustees,” The ESOP Association’s Annual Two-Day Conference, copresenter, Las Vegas, NV, Nov. 9-10, 2005
Education
- University of Minnesota Law School, J.D., cum laude, 1988
- University of Minnesota, Duluth, B.A. in English & journalism, 1982
Bar Admissions
Professional Activities
- American Bar Association, Tax section
- Employee-Owned S Corporations of America (ESCA)
- Hennepin County Bar Association
- Minnesota State Bar Association, Employee Benefits section
- The ESOP Association, Minnesota Chapter, Advisory Committee on Legislative & Regulatory Affairs
- The National Center for Employee Ownership (NCEO)