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Overview

Mark is considered a national go-to advisor on essential benefit and compensation matters.

He has deep experience in the creation and operation of employee stock ownership plans, deferred, equity, and non-equity incentive compensation, employee retirement plans, and health and welfare plans. 

Mark also advises owners of privately held businesses in developing succession plans. His guidance includes helping clients identify financial and non-financial succession goals, assessing options for meeting those goals, and executing the chosen alternative.

His accomplishments in the area of benefits include more than 100 successful ESOP transactions since 1986, including:

  • Employee stock ownership plan (ESOP) purchase of 100 percent of a casino, a first for the gaming industry.
  • 100 percent ESOP transaction for a manufacturer of grain storage and processing equipment.
  • 100 percent ESOP transaction for a manufacturer of pet food.
  • 100 percent ESOP transaction for a grocery store chain.

Industries

Services

Recognition

  • The Best Lawyers in America, Employee Benefits (ERISA) Law, 1995-2019; Kansas City Employee Benefits (ERISA) Law “Lawyer of the Year,” 2014
  • Chambers USA, Labor & Employment Law, 2008-2009, 2011-2016  
  • Martindale-Hubbell AV Preeminent
  • Missouri & Kansas Super Lawyers, Employee Benefits/ERISA, 2005-2012, 2017

Education

  • J.D., Drake University Law School
      • Order of the Coif
      • Drake Law Review, Note and Comment editor, 1983-1984
  • B.S., Drake University
    • summa cum laude

Admissions

  • Missouri
  • Iowa

Professional Associations and Memberships

  • Kansas City Pension Task Force
  • ESOP S Corporation Association (ESCA)
  • National Center for Employee Ownership (NCEO)
  • ESOP Association, Legislative & Regulatory Advisory Committee, 2016
  • Exempt Plans Advisory Council to the Internal Revenue Service (IRS)
  • Heart of America Employee Benefits Conference 
  • Employee Benefits Institute of Kansas City, Chair, 1995 
  • Heart of America Tax Institute, Co-Chair, 1997
  • The Missouri Bar
Experience
  • Advised owners of a manufacturing company on a succession plan that would involve their grown children in the company and utilize compensation structures to align the interests of non-family management with the interests of the family.
  • Structured a two-step sale of an entertainment company to an ESOP and sale/leaseback of real estate with a real estate investment trust (REIT) as part of a business succession plan. The sale resulted in $45 million additional profit for owners over the expected fair market value of the company.
  • Developed succession plan for a mechanical contracting business that guaranteed financial security for owner, permitted substantial tax-favored gifts to her children and ensured the company’s continued independence.
  • Identified an ESOP company buyer for a manufacturing company undergoing succession and structured the sale, which provided liquidity for the existing owners of the company and provided an ownership opportunity for the company’s valued employees.
  • Worked on more than 100 ESOP transactions, including transactions totaling more than $2.5 billion from December 2010-December 2014.
  • Engineered the first 100% ESOP-owned casino transaction in the United States.
  • Represented a cooperative grocery store wholesaler, helping it engineer the sale of a retail subsidiary to an employee stock ownership plan created for the sub and a long-term supply contract between our client and the sub. The sub became an S corporation, so the ESOP structure enabled it to avoid paying any income taxes.
  • Negotiated with Internal Revenue Service (IRS) for relief from more than $100 million of potential excise taxes and penalties related to ESOP transactions.
  • Negotiated with Department of Labor (DOL) for relief from about $30 million of potential penalties related to multiple-employer health plan.
  • Advised principal shareholder in sale of marketing company AKQA for $600 million to the world’s largest advertising company.
  • Represented national architectural firm in complete conversion to a 100 percent ESOP-owned company.
  • Advised leading international engineering firm on conversion to 100 percent ESOP-owned S corporation.
  • Negotiated discounts related to multiple-employer pension plan withdrawal liability.
  • Provided benefits advice regarding plans for ConAgra Foods Inc., Sprint Corp., Smurfit-Stone Container Corp., FedEx Corp., Applebee’s International Inc., American Italian Pasta Co. and many other large public and private companies.
  • Designed and implemented executive incentive programs for public and private companies, including equity and phantom equity plans, for food and agribusiness companies such as ConAgra Foods, Applebee’s and American Italian Pasta.
  • Advised institutional trustee regarding Employee Retirement Income Security Act (ERISA) fiduciary duties related to inadequate trading volume to place participant-ordered trades.
  • Advised committees regarding fiduciary duties related to plans having billions of dollars of assets, including Fortune 100 and 500 companies.
Community Leadership
  • Children’s Mercy Hospital, Golf Classic Committee, 2001-2004 
  • Children’s Mercy Hospital, Hands and Hearts for Children, Board of Directors, 2001-2004