Real Value Is Built After the Transaction
Most conversations around ESOPs focus on getting the deal done. But the reality is this: the success of an ESOP is not determined at close—it’s built in the years that follow.
While every ESOP is tailored to a company’s specific goals and circumstances, long-term success is shaped after the deal through governance, leadership, and ownership culture. That’s the role of post-closing advisory.
That’s why Lazear expanded its advisory model to include dedicated post-closing advisory services, led by industry veteran Andrew Kulesza. This role supports owners and leadership teams as they transition from closing a transaction to operating as a high-performing employee-owned company, bringing the perspective of an experienced ESOP executive. Lazear’s post-close advisory model focuses on building the foundations of a “successful ESOP” from day one, with practical tools and guidance to support the transition.
Andrew has over 20 years of ESOP experience, with firsthand leadership as a CEO, CFO, internal trustee, and now independent board director of a 100% ESOP-owned company. He understands the decisions that follow closing and works in coordination with trustees, TPAs, CPAs, and valuation firms to help owners and leadership teams move forward with clarity and confidence.
Why ESOP Post-Close Advisory Matters
Every ESOP involves a group of experienced advisors, including trustees, third-party administrators (TPAs), and valuation firms, each with clearly defined, technical responsibilities.
Post-closing advisory serves a different purpose. It helps leadership teams connect those inputs to how the business is actually run, providing context around what matters now, what’s coming next, and how decisions impact the ESOP over time. For example, providing tactical support as the company shifts from a tax-paying entity to operating as a compliant, tax-exempt ESOP.
At Lazear, this is a structured extension of the advisory process, designed to support companies as they move from closing a transaction to operating successfully as an employee-owned business.
How Post-Closing Advisory Fits in the ESOP Ecosystem
Trustees, TPAs and valuation firms each play a specific role:
- Trustees focus on fiduciary oversight and set the share price
- TPAs handle administration, testing, and compliance
- Valuation firms assist the trustee in determining the share price annually
Post-close ESOP advisory sits alongside these groups to help leadership teams turn an ESOP into a long-term advantage. In practice, that includes:
Governance & Leadership Alignment
- Defining roles and oversight across boards, trustees, and management
- Supporting effective board structures and communication
- Preparing leadership teams for ESOP-specific decision-making
- Establishing a cadence for the board with timely meetings and agendas
ESOP Mechanics & Education
- Breaking down how the ESOP actually works over time
- Helping executives understand repurchase obligation, dilution, and allocation
- Translating complexity into actionable insight
Ownership Culture & Communication
- Building strategies that turn employees into engaged owners
- Creating communication rhythms that reinforce value
- Improving financial literacy across the organization
Planning for What’s Ahead
- Preparing for annual valuations, audits, and plan testing
- Anticipating future liquidity needs and leadership transitions
- Aligning long-term strategy with ESOP outcomes
This is a collaborative function, not a replacement. It connects the dots across advisors and helps management teams lead with clarity and confidence.
Why ESOP Lifecycle Advisory Matters
ESOPs continue to gain traction as an exit strategy for business owners, and for good reason:
- Sell at full and fair market value
- Eliminate capital gains tax through Section 1042
- Maintain operational control of a federal and state tax-free company
- Preserve independence and legacy
- Create meaningful employee ownership
But those benefits don’t fully materialize without intentional execution after closing.
That’s where companies either:
- Build momentum and long-term value
- Or stall due to lack of clarity, alignment, or planning
FAQs: ESOP Post-Close Advisory
Post-close advisory supports leadership teams after an ESOP transaction is complete. It focuses on governance, education, culture, and long-term planning to ensure the ESOP performs as intended over time.
At Lazear, this work builds on how we approach ESOPs from the start. We design plans with intention and remain a valuable resource as leadership teams carry them forward.
Ideally, before the transaction closes.
The most effective transitions happen when leadership teams are already thinking about governance, communication, and planning ahead of Day One as an ESOP company.
Common challenges include:
- Lack of clarity around governance roles
- Limited understanding of ESOP mechanics
- Underdeveloped communication strategies
- Reactive (instead of proactive) planning
Post-closing advisory helps address these early and consistently.
Lazear takes a lifecycle approach to ESOP advisory, with experience spanning feasibility, design, implementation, and post-close. That continuity allows for a deeper understanding of each transaction and more informed guidance as companies operate as employee-owned businesses.
