Joshua T. Natzel

Tel 612.752.1041
Fax 612.371.3207

Joshua T. Natzel provides practical advice on employee benefit and executive compensation matters. He works with his clients in the creation and operation of employee stock ownership plans (ESOPs) and other retirement plans, health and welfare benefits, nonqualified deferred compensation arrangements, and equity and phantom equity plans. Josh is a former teacher, and he draws on his teaching skills to help clients across industries better understand and navigate the complexities of ERISA, Internal Revenue Code, Affordable Care Act, COBRA, HIPAA, and other employee benefit laws.

Josh has a particular expertise in serving clients who are involved in various types of ESOP transactions. He represents ESOP trustees, shareholders, and companies in the design, structure, negotiation and documentation of initial and second-stage ESOP transactions, re-leveraged transactions, and the acquisition and sale of ESOP companies.

Josh also leads the employee benefits mergers and acquisition team. Over the past decade, he has partnered with clients on the employee benefit aspects of more than 500 corporate, banking, and health care transactions.

Representative Matters

  • Represented an ESOP trustee of a manufacturing company ESOP in the purchase of stock from multiple shareholders through a two-stage integrated transaction in which the shareholders’ shares were redeemed by the company and newly issued shares were sold to the ESOP. Including advising the ESOP trustee on fiduciary issues relating to the use of seller notes, warrants, and stock appreciation rights in the transaction.
  • Represented an ESOP trustee of a technology company ESOP in the initial purchase of stock from multiple shareholders through a tender offer.
  • Represented an ESOP trustee in the sale of a distribution company owned 100 percent by an ESOP to a private equity buyer and assisted with terminating the ESOP.
  • Represented an ESOP trustee of a manufacturing company ESOP in multiple direct purchases of shareholder stock in a series of transactions that qualify for section 1042 tax-free rollover treatment for the selling shareholders.
  • Represented shareholders of a technology company in the sale of stock to the company ESOP through a two-staged integrated transaction that was funded through a combination of seller and bank financing.
  • Represented a manufacturing company in a 401(k) correction through the DOL's Voluntary Fiduciary Correction Program.
  • Educated and trained 401(k) plan trustees of a produce company on their ERISA fiduciary responsibilities as trustees of the 401(k) plan.
  • Negotiated 401(k) recordkeeping and administrative services agreements for a financial institution.
  • Designed and implemented an employee stock purchase plan for a public company.
  • Advised a data company on options for providing long-term incentives to key employees and drafted a phantom equity plan, change in control bonuses, and retention bonuses.
  • Advised and developed strategies for a company in the service industry with a large number of variable hour employees to comply with the Affordable Care Act.
  • Designed and drafted health and welfare benefit wrap plans for a health care company with multiple entities, locations, plans, and controlled groups.
  • Guided an emerging company with initial employee benefit strategies, including designing equity and phantom equity incentive plans.

Professional Activities

ESOP Association

National Center for Employee Ownership

American Bar Association

Minnesota Bar Association

Recognitions and Accomplishments

The Best Lawyers in America, employee benefits (ERISA) law, 2018-2021

The Legal 500 US, Labor and Employment - Employee benefits, executive compensation, and retirement plans - design, 2019-2020

Leonard E. Lindquist Pro Bono Award, 2018

Up & Coming Attorney, Minnesota Lawyer, 2015

North Star Lawyer, Minnesota State Bar Association, 2012-2019 

Community Activities

Children's Law Center of Minnesota, Board of Directors and Volunteer Attorney

Lindquist & Vennum Winter Closet Foundation, Board of Directors

Immigrant Law Center of Minnesota, Volunteer Attorney 

Volunteer Youth Basketball Coach

William Mitchell College of Law (now Mitchell Hamline School of Law) (J.D., cum laude, 2009)

Augsburg College (B.A. 2002)