Gregory K. Brown

Gregory K. Brown, who died in 2023 at age 72, was known for his active participation and contributions in the area of Employee Stock Ownership Plans (“ESOPs”). Greg was inducted in 2000 as a Charter Fellow of the American College of Employee Benefits Counsel (the “College”).

Greg graduated in 1973 from the University of Kentucky in Lexington with a B.S. in business and economics and in 1976 earned a J.D. at the University of Illinois College of Law in Champaign. The Employee Retirement Income Security Act of 1974 (“ERISA”) was passed while Greg was in law school. Greg recognized that the increased demand for attorneys and the good fit with his background created a great opportunity to practice in the employee benefits area.

Greg spent his entire career in Chicago. The opportunities soon panned out. ESOPs had been codified in ERISA and in his first year of practice as an associate attorney at McDermott, Will & Emery in 1976, Greg became a valuable firm resource as he tackled the new “tax credit ESOPs.” He left McDermott in 1980 and worked as an associate attorney for Mayer, Brown & Platt (later known as Mayer Brown) from 1980 to 1984.

His connections led him to meet and then work with College Fellow Jerry Kaplan who also worked with ESOPs. Greg joined Jerry as a partner at Keck, Mahin & Cate (later stopped operations) from 1984 to 1993. The Tax Reform Act of 1984 brought the first of many changes in the tax law for ESOPs, which kept Greg busy learning about the developing ESOP law and informing and advising ESOP lenders and clients.

He had several other stops in his career as a partner: Oppenheimer, Wolff & Donnelly LLP (later part of Fox Rothschild LLP) from 1994 to 1997, Seyfarth, Shaw, Fairweather & Geraldson (later Seyfarth Shaw LLP) from 1997 to 2000, Gardner Carton & Douglas LLP (later part of Faegre Drinker Biddle & Reath LLP) from 2000 to 2006, Katten Muchin Rosenman LLP from 2006 to 2014, and Holland & Knight LLP starting in 2014. In 2020, Greg became a shareholder at Polsinelli PC and worked there until his death.

Known especially for his work on ESOPs for both domestic and international employers, Greg also specialized in ERISA fiduciary matters, tax-qualified retirement plans, ERISA litigation, and executive compensation matters. He represented closely-held businesses and publicly traded companies on employee benefits matters. One of Greg’s career highlights was helping a small-cap publicly traded company use the surplus from its terminated overfunded defined benefit pension plan as seed money for an ESOP.

A highly respected and sought-after speaker, Greg was a constant presence in bar and ESOP organizations and frequently acted as an expert witness. Over his career, Greg often stepped up as a leader. A member of the Board of Directors of The ESOP Association, he chaired its Legislative and Regulatory Advisory Committee from 1997 to 1999. He chaired the ESOP subcommittee of the American Bar Association (“ABA”) Section of Taxation Employee Benefits Committee and was active in the Employee-Owned S-Corporations of America, The ESOP Association, the International Pension and Employee Benefits Lawyers Association, and the National Center for Employee Ownership. Greg was a member of the Chicago Bar Association, where he was the chairman of the employee benefits committee from 1988 to 1989.

An important contributor to the scholarship in the ESOP area, Greg was a contributing author for “The Handbook of Employee Ownership Plans” in 2005. He was co-author of the highly regarded Tax Management Portfolio on ESOPs, (354 T.M., ESOPs) published by the Bureau of National Affairs (later, Bloomberg Industry Group), a go-to resource relied upon by the ESOP bar.

Remembered for his leadership, training of younger lawyers, professionalism, and friendship, Greg loved the practice of law and mentoring attorneys. Colleagues respected him as a tremendous resource to the benefits community, a fine lawyer and teacher noted for his intellect and wit, who was held in high regard by those who knew him. Whenever Greg was involved, the job would be done in the best possible way and he was always happy to share his expertise even if he was not involved in the matter. When colleagues had a technical question, Greg always picked up the call and was happy to provide a helpful response. Attorneys fondly recalled him being on the other side of transactions and across the table at ABA subcommittee meetings discussing the most recent ESOP cases.

He was happily known for his devotion as a Kentucky Wildcats fan and was an avid world traveler. A giant in his profession, he was approachable, gentle, caring, and thoughtful, known to always greet everyone with a smile and a great sense of humor. His legacy was honored by the establishment of the Greg Brown Memorial Fund, supporting a multi-year, collaborative research and scholarship effort to foster and promote the growth and ongoing sustainability of employee ownership arrangements, including ESOPs. See https://www.nceo.org/GregBrown

Sources include “Interview with Greg Brown” found at ESOPMarketplace.com: https://www.esopmarketplace.com/esop-advisor-hof-greg-brown.html

Photo Source: The Decade Book, American College of Employee Benefits Counsel 2000-2010