I am looking at an opportunity with a company that has an ESOP as a minority shareholder. There are members of the ESOP that I would like to roll equity into the new company post acquisition. I'm being told by the sellers that the ESOP will need to be dissolved in a sale. If that's the case, the individuals I would like to rollover equity will incur a taxable event and then would have to invest in a NewCo transaction that is tax inefficient.

Are there any experts in here that know if there is a way to liquidate an ESOP that is a minority shareholder while allowing some of those shareholders to roll their equity into a different vehicle in the NewCo without being taxed? If you have any experience in this, please feel free to dm me.

Thanks,
Derrick