Robert E. Brown
Rob has guided corporations, selling shareholders, employees and ESOP trustees through the intricate legal landscapes of tax, corporate finance law and employee benefits that govern ESOPs. His technical knowledge and judgment have enabled him to counsel businesses and individuals in a way that protects and builds their wealth, sustains their legacy and strengthens their core philosophy. Clients also rely on his continued guidance – he currently serves in director-level capacities for four ESOP companies.
As an authority on ESOP related issues, Rob has spoken at national, regional and local meetings of industry organizations such as the ESOP Association, the National Center for Employee Ownership, the Ohio Employee Ownership Center, the Tax Institute of America and the New York University Annual Institute of Federal Taxation. His articles and insights about ESOPs have been published in several annual issues of the New York University Review of Employee Benefits and Executive Compensation, reports on business and tax issues in connection with The New York University Institute on Federal Taxation and reports of the Executive Committee of the New York State Bar Association Tax Section.
An advocate for his home community of Rochester, Rob has served in a number of charitable and civic capacities including terms on the boards of WXXI public radio and TV, the Rochester Philharmonic Orchestra and the elected Rochester City School Board.
Recognition
Rob has been listed among “The Best Lawyers in America” in both tax law and employee benefits law since 1993. He was also named among 2012’s “Top 50 Upstate New York Super Lawyers” by Super Lawyers, and has garnered the Martindale-Hubbell “Preeminent” Peer Rating in the area of ESOPs and Employee Ownership Law.
Affiliations
- New York Employee Benefits Conference, Founding Member and former Director, President and Vice President
- Alliance of Merger & Acquisition Advisors, former Member
- American College of Employee Benefits Counsel, Fellow
- New York Employee Benefits Conference, Founding Member and former Director, President and Vice President
- New York State Bar Association
- Tax Section, Executive Committee Member (1978-2014)
- Task Force on Racism, Social Equity and the Law, Member (2021)
- American Bar Association, Tax Section, Member
- Fellows of The New York Bar Foundation, Member
- The ESOP Association Legislative and Regulatory Committee, Emeritus Member
- The National Center for Employee Ownership, Member
Education
- Yale Law School
- Oberlin College, cum laude
Bar Admissions
- New York
Court Admissions
- U.S. District Court for the Western District of New York
- U.S. Tax Court
- U.S. Court of Appeals for the Second Circuit
- U.S. Supreme Court
Select Speaking Engagements
- “Underperforming ESOP Company Issues,” The ESOP Association Las Vegas Conference, November 2014
- “Basic Duties of Boards and Trustees,” The ESOP Association, NY/NJ Chapter, June, 2015
- “ESOP Tidbits, Anomalies and Official Guidance,” Great Lakes TE/GE Council Meeting, October 16, 2015
- “S-Corp ESOP Valuations in light of 2017 Federal Tax Reform” ESOP Association NY/NJ/PA/DE Multistate Conference, September 13, 2018
- “Business Succession Planning” Monroe County Bar/Estate Planning Council of Rochester Annual Estate Planning Conference October 18, 2019
- “Building Ownership Excitement: Culture and Engagement” ESOP Association, Northeast Regional Virtual Conference, September 2020
- “Current & Coming Tax Policy” ESOP Association NY/NJ Virtual Conference, March 2021
- “Business Exits – Comparing and Contrasting ESOPs and Private Equity Acquisitions,” Monroe County Bar Association, Business Law Section virtual conference, June 2021
- “Choosing Independent Outside Directors,” 2021 Multistate Conference (NY/NJ/PA/DE) ESOP Association
- “Exiting with Grace: What’s an ESOP and Is It Right for You?” Keynote at St. John Fisher University Family Business Institute, Rochester, NY November 2023
Select Publications
- Co-author, “The Sky Isn’t Falling (Yet): The Impact of LaRue on Employee Stock Ownership Plans,” New York University Review of Employee Benefits and Executive Compensation, Matthew Bender, 2008.
- Co-author, “Insulation from Environmental Liabilities for ESOP Trustees,” NYU Review of Employee Benefits and Executive Compensation, Matthew Bender, 2007.
- Co-author, “Basic Fiduciary Guidance for the ESOP Trustee in Corporate Finance Transactions,” NYU Review of Employee Benefits and Executive Compensation, Matthew Bender, 2006.
- “A Checklist for the Planning and Drafting of Shareholder Buy-Sell Agreements,” Proceedings of The New York University Fiftieth Institute on Federal Taxation, Matthew Bender, 1991.