David R. Johanson | Business Lawyer

David Richard David Lawyer

David Richard Johanson

Cum Laude

Criminal, Real Estate, Estate, Litigation, Business

https://www.hpylaw.com

707-299-2470


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David assists clients in general corporate matters and in employee ownership, benefit, ERISA, and related business matters, with an emphasis on executive compensation, equity incentive plans, non-qualified deferred compensation, employee stock ownership plans (ESOPs), ESOP transactions, mergers and acquisitions (and related tax planning), and business succession and estate planning. David has served as outside general counsel to numerous corporate clients over the past 35 years. He also frequently appears on behalf of clients in business and employment-oriented defense litigation in state and federal courts throughout the country, before regulatory agencies (e.g., U.S. Department of Labor, California Labor Commissioner, and the U.S. Equal Employment Opportunity Commission), in tax controversies before the Internal Revenue Service and comparable state regulatory agencies, against felony criminal indictments in U.S. Federal Court, and in dispute resolutions of various kinds. David represents corporations in shareholder and non-competition disputes.

David has defended ERISA fiduciaries, plan sponsors, selling shareholders, and investment advisers in ERISA litigation matters involving ESOPs and business transactions in federal and state courts throughout the country in a wide range of controversies covering ERISA fiduciary responsibilities, ESOP valuation disputes, disclosure obligations, investment issues, and tax matters. He has extensive experience in negotiating ESOP, ERISA, and other issues with government regulatory agencies and in representing ERISA fiduciaries in litigation.

Recognized nationally for his experience and expertise in the ESOP and executive compensation field, David is a past chair (1993-1995 and 2005-2007) of the legislative and regulatory advisory committee of The ESOP Association. He also is a past chair of The ESOP Association’s advisory committee chairs council and is a former member of its board of directors. David was honored at the 17th annual conference of The ESOP Association as the outstanding committee chair for 1993-94. He also served for more than ten years as General Counsel to The National Center for Employee Ownership and on its board of directors.
Position Organization Location Duration
Partner-In-ChargeHawkins Parnell & Young, LLPNapa, CAPresent
School Degree Major Graduation
University of Minnesota Law SchoolJ.D. Law School1986  
University of Minnesota: Twin CitiesBachelor of Individualized Studies Summa Cum LaudeAccounting and Political Science1983
State / Court Date
Texas2016
New York2014
California1993
Maryland1990
Minnesota1986
District of Columbia1989
  • The ESOP Association
    The National Center for Employee Ownership
    Rocky Mountain Employee Ownership Center
    American Bar Association
    Southern California Mediation Association
    Santa Monica Bar Association
    --Panel Chair | Arbitration
    Beverly Hills Bar Association
    --Panel Chair | Arbitration
    State Bar of California
    District of Columbia Bar
    Maryland State Bar Association
    Minnesota State Bar Association
    New York State Bar Association
    State Bar of Texas
  • Bar Register of Preeminent Lawyers by Martindale-Hubbell
    Executive Compensation and Equity Incentivization Lawyer of the Year, California, Acquisition International (2019)
    Marquis Who's Who Albert Nelson Marquis Lifetime Achievement Award (2017)
    Continental Who’s Who in Law (2016)
    AV Preeminent® Peer Review Rated by Martindale-Hubbell®
  • Hawkins Parnell Wins Significant ERISA Trial Against U.S. Government for Bowers + Kubota Consulting, Inc. and its Founding Shareholders in ESOP Valuation and Transaction Case
    On September 17, 2021, Hawkins Parnell & Young, LLP secured a complete victory for its clients Brian J. Bowers, Dexter C. Kubota, and Bowers + Kubota Consulting, Inc. (B+KC) in an Employee Retirement Income Security Act of 1974, as amended, (ERISA), action brought by the Secretary of the United States Department of Labor (DOL) following a bench trial in June 2021 in the U.S. District Court for the District of Hawai’i. This defense victory was proceeded by a seven-year DOL investigation that the Los Angeles Regional Office of the Employee Benefits Administration (EBSA) initiated allegedly in late December 2014 with respect to an ESOP transaction that closed on December 14, 2012. The DOL and EBSA investigation started after a supervisory investigator who is now a national ESOP trustee asked his subordinate to find some employee stock ownership plan and trust (ESOP) companies to investigate in Hawai’i. The DOL investigation focused on an ESOP transaction that closed in December of 2012. Before and following the opening of the investigation, the DOL and EBSA opened 16 investigations targeting the trustee and independent fiduciary who originally closed the Hawai’i ESOP transaction. That ESOP trustee died in the fall of 2018 after the Secretary of Labor filed its initial Complaint in late April of 2018. Business owners who have availed themselves of the ERISA provisions and Internal Revenue Code of 1986, as amended (Code”), tax-deferral and deduction provisions to navigate business succession through a sale to an ESOP have long been subject to the DOL routinely targeting these sales as improper and occurring at inflated values. Despite the growth of an industry dedicated to developing legally compliant transactions for ESOP purchase and sale transactions that include effective employee communications about an employee ownership culture and related topics, the DOL has attacked the sellers in dozens of cases in federal district courts throughout the United States during the last 50 years. The decision in favor of Mr. Bowers, Mr. Kubota, and B+KC by Senior Judge Susan Oki Mollway is one of the first to reject the DOL’s ESOP legislation through litigation strategy during the past four decades and hold that the selling shareholders acted in full compliance with ERISA and applicable law. The decision is virtually one of a kind during the past 50 years. Lead trial counsel David R. Johanson noted, “the tyranny of the DOL’s use of the threat of litigation to discourage business owners from establishing and selling to ESOPs in legitimate transactions designed to comply with the complex rules of ERISA has now ended. This litigation proved just how valuable the ESOP has been as a stock-based employee benefit plan for B+KC, the ESOP plan sponsor, and its employees during the past almost ten years”. The Court held that Mr. Bowers and Mr. Kubota did not inflate the projections used in the valuation process, properly monitored the institutional trustee that approved the December 2012 ESOP transaction, and did not participate in a prohibited transaction under ERISA. “The decision supports the Congressional intent to allow an appropriate path to liquidity through an ESOP sale that respects the ERISA standards for such transactions,” said Hawkins Parnell partner Rachel J. Markun, who advised Mr. Johanson and the trial team on ERISA matters. “The decision will operate to both encourage employee ownership and alter the way that ESOP cases are litigated to the benefit of business owners and companies who have been targeted unfairly by the DOL’s overreaching allegations of wrongdoing,” added Mr. Johanson. Hawkins Parnell litigators Douglas A. Rubel, Robert S. Thompson, Todd N. Wade, and Jeffrey Thayer assisted in the victory with support by local counsel William M. Harstad of Carlsmith Ball LLP. Scott Batterman of Clay Chapman Iwamura Pulice & Nervell provided independent legal advice to the ESOP plan sponsor and ESOP throughout the litigation. The DOL chose not to appeal. This decision by the DOL not to appeal underscores the strength of the federal court ruling in favor of Messrs. Bowers and Kubota and B+KC. Ongoing litigation involves the potential recovery of attorneys’ fees and costs for the defense of this DOL litigation. Future articles regarding this topic will breakdown critical legal and factual issues that resulted in the favorable ruling that occurred here.

  • January 11, 2021 – Video
    Why Consider an ESOP Exit Strategy?
    June 22, 2020 – Article
    Will COVID-19 Spur the Use of Arbitration Clauses in ERISA Plans?
    June 18, 2020 – Article
    Main Street Lending Program Update
    June 16, 2020 – Article
    COVID-19: Is an ESOP Still a Viable Exit Strategy in These Uncertain Times?
    May 4, 2020 – Article
    Fed Updates Main Street Lending Program for Businesses
    Updated March 26, 2020
    COVID-19 Tax and Other Business Relief and Shelter Orders
    June 1, 2018 – Article
    A Primer on Mergers & Acquisitions Due Diligence for CPAs
    Today's CPA, Texas Society of Certified Public Accountants
    June 2016 – Article
    An Effective Defense Starts With Understanding Privilege and the Scope of Discovery
    February 2016
    The Pros & Cons of Employee Stock Ownership Plans
    Acquisition International
    2016 – Article
    ESOP as a Financing Mechanism
    2016 – Article
    Tax Incentives for ESOPs
    2016 – Article
    Description and Purpose of an ESOP
    February 2015 – Article
    Direct Stock Purchases in Closely Held Companies
    NCEO: Equity Alternatives (13th ed.)
    2014 – Article
    ESOP Drafting Considerations to Reinforce the Moench Presumption
    The Travelers Companies, Inc. Client Alert
    2013 – Article
    The Advantages of Selling to an ESOP
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Verified Credentials Date Verified
(1989) Licensed as Attorney in District of Columbia. Verified with District of Columbia Bar.December 08, 2021
(2014) Licensed as Attorney in New York. Verified with New York State Unified Court System.December 08, 2021
(2016) Licensed as Attorney in Texas. Verified with Texas Bar Association.December 08, 2021
(1993) Licensed as Attorney in California. Verified with California Bar Association.December 08, 2021
(1990) Licensed as Attorney in Maryland. Verified with Maryland State Bar Association.December 08, 2021
(1986) Licensed as Attorney in Minnesota. Verified with Minnesota Judicial Branch.December 08, 2021

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Language: English

Update Date: 2021-08-04

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David Richard Johanson
445 S. Figueroa
Suite 3200
Los Angeles, CA 90071
34.0536155,-118.2568651

MAIN LOCATION

445 S. Figueroa
Suite 3200
Los Angeles, CA 90071


Other Locations:
  • Los Angeles
    Tel: 213.486.8010
    Fax: 213.486.8080

    San Francisco
    Tel: 415.766.3238
    Fax: 415.766.3250

    New York
    Tel: 212.897.9655
    Fax: 646.589.8700

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