Conopco Inc. v. United States, No. 07-3564; Third Circuit; opinion by Fisher, U.S.C.J.; filed July 13, 2009. Before Judges Fuentes, Fisher and Padova, District Judge, sitting by designation. On appeal from the District of New Jersey. [Sat below: Judge Greenaway.] DDS No. 35-8-4554 [16 pp.]
Conopco, a publicly held corporation, created an employee stock ownership program (ESOP) in 1989 as part of its savings/retirement plan for salaried employees. Conopco also created a trust in order to implement the ESOP. Near the end of 1989, Conopco issued approximately 2.2 million shares of voting-convertible preferred stock, which the trust purchased from Conopco using funds it acquired by issuing bonds. The trust had certain rights associated with ownership, including the right to receive dividend payments and liquidation rights.
