Overview

Amanda Dernovshek is an employee benefits attorney in our Business and Tax group. Her practice focuses on issues related to employee stock ownership plans (ESOPs), non-qualified deferred compensation plans, qualified retirement plans, and general business planning. Amanda also assists the Firm’s mergers and acquisitions team. Amanda, along with fellow business attorney Lindsey Mead, co-host a podcast titled Businesswomen Talking, which discusses a number of legal topics that can pose hinderances for women business owners and leaders such as succession planning, IP protection and entity selection/organization.

Amanda works with clients to answer questions related to complicated employee benefits issues and general business issues. She aims to fully understand the client’s goals and assist them by providing understandable and practical advice. Specifically, the types of issues Amanda handles include:

Employee Benefits

Drafting required documentation for plans covered by ERISA including Plan documents, Plan Amendments, Summary Plan Descriptions, and Summaries of Material Modification
Guiding clients through discussions related to establishing, amending, and terminating employee benefit plans, including cafeteria plans, 401(k) plans, ESOPs, and deferred compensation plans
Assisting clients with compliance under ERISA, COBRA, health care reform, and other relevant laws
Facilitating employee benefit plan corrections to reduce penalties through formal governmental programs
Corresponding with the IRS and DOL on behalf of clients related to audits of employee benefit plans

Business Planning

Assisting a variety of businesses in analyzing the considerations involved in entity selection and formation
Facilitating discussions with shareholders of corporations and members of LLCs on a variety of issues and drafting shareholder and operating agreements to meet client needs
Advising clients on the process and assisting them with submission of IRS applications for tax-exempt status under Internal Revenue Code Section 501(c)
Performing due diligence during mergers and acquisition transactions for a variety of businesses of all sizes

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 & Recognitions

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

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

Affiliations

Memberships & Affiliations

Legal Affiliations

State Bar of Michigan
American Bar Association

Community Affiliations

ATHENA WIN
Girls on the Run Mid-Michigan, Board Chair
Junior League of Lansing, Previous Member

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.
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.