Amanda J. Dernovshek

Overview

Amanda Dernovshek is a Michigan Employee Stock Ownership Plan (ESOP) attorney in Foster Swift’s Business and Tax group who focuses much of her practice on ESOP transactions. She works with ESOP trustees, privately held companies, family-owned businesses, and business owners as they consider, implement, and navigate employee ownership as a business succession planning strategy.

Amanda is drawn to ESOP work because it brings together many of the areas she enjoys most: business succession planning, employee benefits, tax, corporate transactions, and long-term client relationships. She understands that every ESOP project involves its own people, goals, and business realities, and she takes time to understand those details so she can provide guidance that is clear, thoughtful, and practical.

In her ESOP practice, Amanda helps clients work through both the technical requirements and the practical business considerations that arise in these transactions. Her work includes trustee representation, transaction diligence, financing structures, plan design, fiduciary process, and post-closing administration, as well as related qualified retirement plan, non-qualified deferred compensation, ERISA compliance, and general business planning matters.

Amanda’s ESOP practice gives her the opportunity to work with business owners, trustees, and leadership teams across a wide range of companies and industries. She supports approximately 12 to 15 ESOP transactions each year, with enterprise values typically ranging from approximately $5 million to $200 million. These matters have involved companies in construction, manufacturing, skilled trades, information technology, hospitality, health care, and other industries. Amanda is also active in The ESOP Association.

ESOPs and Employee Benefits

Representing ESOP trustees and companies in ESOP implementation, second-stage, redemption, and third-party sale transactions
Guiding clients through ESOP planning considerations, transaction structure, diligence review, financing terms, seller note issues, and post-closing ownership matters
Drafting and reviewing ESOP transaction documents, plan documents, amendments, summary plan descriptions, and related employee benefit plan materials
Advising clients on ERISA fiduciary issues, retirement plan compliance, plan corrections, and communications with the IRS and DOL
Helping business owners and leadership teams evaluate whether an ESOP aligns with their succession planning, employee retention, culture, and long-term business goals

Because ESOP projects often touch broader questions of ownership, growth, governance, and transition planning, Amanda’s ESOP experience also informs the practical guidance she provides to businesses, entrepreneurs, and nonprofit organizations. Whether she is helping with a transaction, an owner agreement, a governance issue, or a tax-exempt organization matter, Amanda aims to make complex legal issues approachable by listening carefully, identifying the client’s goals, and offering guidance that is understandable, practical, and responsive to the client’s broader objectives.

Business, Benefits, and Tax Planning

Helping businesses and entrepreneurs with entity formation, ownership structure, governance, and other practical planning issues that arise as a company grows or changes
Drafting and reviewing operating agreements, shareholder agreements, buy-sell agreements, and other business documents that help owners clarify expectations and plan for the future
Guiding nonprofit and tax-exempt organizations through formation, governance, tax-exempt status applications, compliance questions, and organizational transitions
Assisting with business transactions, including diligence review, deal organization, contract review, disclosure schedules, closing deliverables, and related coordination for buyers, sellers, and business owners

Prior to joining Foster Swift, Amanda served as a judicial extern for Sixth Circuit Court of Appeals under the Honorable David McKeague.

Amanda earned her undergraduate and master’s degree at East Tennessee State University in her home state of Tennessee. She then moved to Michigan and earned her juris doctorate at Michigan State University College of Law, where she served as the Editor-in-Chief of the International Law Review.

Honors & Recognition

Best Lawyers in America® "Ones to Watch," Business Organizations (including LLCs and Partnerships), Employee Benefits (ERISA) Law, Tax Law, (2026-2027)

Michigan Lawyers Weekly, "Woman in the Law" Honoree, (2025)

Ingham County Bar Association, "Top 5 Under 35" Award, (2024)

Lansing Regional Chamber of Commerce, "10 Over the Next Ten" Award Nominee, (2022), (2024)

Experience

Representative Matters

ESOP Transactions

Represented an ESOP trustee in a $19.5M transaction in which an industrial gas and welding supplier became 49% ESOP owned. This transaction included both seller financing and bank financing strategies.
Represented an ESOP trustee in a $7.5M transaction in which a metal manufacturing and fabricating company became 30% ESOP owned. This transaction included a 1042 election and the issuance of SARs post-transaction.
Represented a long-time firm client with the implementation of a new ESOP and the sale of 30% of the company stock to the ESOP with a 1042 tax election. This company is in the business of software, screen shooting, and video editing. The transaction total was $13.9M.
Represented a family-owned construction company with the implementation of a new ESOP and the sale of 40% of the company stock to the ESOP. This transaction totaled approximately $8.3M and involved almost 20 selling shareholders.
Represented an ESOP trustee in a second-stage ESOP transaction for a building design company in which the ESOP became majority owner of the company. The transaction included six selling shareholders and a total transaction price of $2.7M.
Represented a long-time firm client in the agricultural industry to become 100% ESOP owned in a $7.6M ESOP implementation transaction.
Represented an ESOP trustee in a redemption and purchase transaction where a commercial electrical contractor became 100% ESOP owned as part of a $9.7M transaction.
Represented a specialty municipal services company in a $1M transaction in which the company became 30% ESOP owned.
Represented a tool and die manufacturing company in a $6.2M transaction in which the company became 100% ESOP owned.
Represented an ESOP trustee in a transaction for a plumbing and electrical company in which the ESOP became 25% owner of the company. The transaction included a purchase price of approximately $4.5M.
Represented an ESOP Trustee in a transaction for a well servicing company in which the ESOP became 100% owner of the Company. The transaction included a purchase price of $8.6M.
Represented an ESOP trustee in connection with a redemption and purchase transaction in the specialized tool manufacturing industry, in which the company become 100% ESOP owned the purchase price for the transaction was approximately $6.2M.
Represented an ESOP trustee in connection with the purchase of stock in a family-owned manufacturing company that specialized in radiators, charge air coolers, and other cooling components for substantial machinery. This company became 100% employee owned in connection with the $13M transaction.
Represented a long-time firm client consisting of a group of closely-held companies that operate numerous restaurants, golf courses, and venues throughout Michigan in a transaction in which it became 100% ESOP owned.
Represented a second generation, family-owned company that specializes in lake and pond management products to become 100% ESOP owned in an enterprise transaction.

General Business Matters

Advised an international company on its executive compensation plan, which was designed to incentivize diversity and inclusion among the company employees and management.

Conducted extensive diligence that involved reviewing hundreds of contracts to determine the implications of a stock transaction between two hospitals in which change in control was an important issue.
Assisted a client with all materials needed to file a voluntary correction program application to obtain approval of the client’s correction of a failure that involved the omission of required form filings for over a decade.
Advised a client on the correction options and processes upon discovery of administrative errors in 401(k) Plan administration that lasted over 3 decades.
Assisted a client in reconciling stock histories and certificates in connection with ESOP repurchases and re-leveraging.
Counseled a family business on its business succession planning issues, including discussions related to selling and gifting portions of the business to the owners' children.