Theodore Becker happened upon his first case involving the then-nascent concept of employee stock ownership plans while he was working at his own law firm that until that time had mostly handled criminal defense work.

“A friend said, 'Do you know anything about ESOPs?'” Becker said. “I said, 'No.' He said, 'It doesn't matter. I don't know anything either.'”

The friend was Henry Seyfarth, the late founder of Seyfarth Shaw. It was the late 1980s, and ESOPs had been created just a few years earlier as part of the 1984 Tax Reform Act. ESOPs, which allow companies to spread ownership among their employees, are now part of the broader Employee Retirement Income Security Act (ERISA) practices at many large firms.

Becker has spent the intervening years becoming one of the country's foremost practitioners in the niche ESOP space. On Monday, McDermott Will & Emery is set to announce that it has hired the Chicago-based Becker, who most recently served as chair of the national employee benefits and ERISA litigation team at Drinker Biddle & Reath, which he joined in 2013 from Morgan, Lewis & Bockius. McDermott is also hiring Drinker Biddle counsel Richard Pearl, who previously worked at Morgan Lewis before joining his now former firm in 2016.

The growth of ESOPs has led Becker to a slew of Big Law firms. He first joined Jenkens & Gilchrist in 2000—only a few years after that now-defunct firm hired Paul Daugerdas, who is currently serving a 15-year prison sentence for his involvement in a tax shelter scam. At Jenkens & Gilchrist, Becker worked with Erin Turley, now a member of the managing committee at McDermott and who recruited Becker to the firm over a coffee on the sidelines of an ESOP conference in Washington, D.C.

When Jenkens & Gilchrist dissolved in 2007, Becker landed at Morgan Lewis, where he worked alongside David Ackerman—a man he referred to as “the dean of employee stock-ownership plans.” Ackerman died in 2016. The bulk of McDermott's ESOP team today was also once at Morgan Lewis, including partners Turley and Allison Wilkerson.

Theodore Becker

“I just concluded a case where Erin and I [defended] an ESOP transaction litigation against the Department of Labor together. We've always kept in touch and worked together,” Becker said. “So now, it's like a homecoming again.”

Becker's practice often involves defending ESOP transactions against challenges from the Labor Department or individuals involved in the deals who often argue about valuation. The Labor Department regulates ESOPs alongside the Internal Revenue Service.

Becker said he has come to believe that companies owned by their employees often perform better than other ownership structures. They are often more collegial, he said, and are more likely to weather financial storms without large layoffs.

“Most of the ESOP companies are great places to work—I frankly wish law firms could have ESOPs,” Becker joked. “I just think generally that when people have a stake in the company that they approach things differently. True law firm partnerships are a good example of that. McDermott is a good example of that, and it's one of the reasons I'm going there. You see a lot of cooperation.”

As for the original case that got Becker involved in ESOPs, it involved a former Chicago-based corporate raider, Clyde Engle, who had sued a regional bank's board of directors over its ESOP plan. Becker represented the board of directors and later an ESOP trustee in one of the first ESOP-based litigation cases. He said it's an example of how a career can take unexpected turns.

“Sometimes associates ask me, 'How do I plan my career path?'” Becker said. “And I say, 'There are some things you can plan and some you can't. And some things happen by serendipity.' And that's how I got into the ERISA and more particularly the ESOP practice.”