Dairy Fresh ESOP
	Dairy Fresh Corporation, an Alabama dairy, brought suit to "reform" its employee stock ownership plan (ESOP) seven years after it was established and after all of the stock had been allocated to participants' accounts. The Dairy Fresh ESOP owned approximately 88 percent of company's stock and the company's reformation would have cut that ownership stake by almost half. The Department of Labor intervened and won removal of the company as plan administrator and the individual trustee. Fiduciary Counselors was chosen by the court   to act as the independent fiduciary for the ESOP. Fiduciary Counselors appointed a new trustee and independent auditors for the ESOP.     ESOP participants had received only partial payments while the reformation litigation was on-going. Working with the company and the DOL, Fiduciary Counselors obtained court approval for a methodology to deal with those partial payments. Fiduciary Counselors's president joined the Dairy Fresh Board of Directors to protect the interests of the ESOP participants. She insisted that the Board add another independent Board member and establish audit and compensation committees composed of the independent directors. After the ESOP issues were resolved, a competitor approached the Board with an offer to purchase the company. After extended negotiations and discussions with other prospective buyers, Dairy Fresh was sold to National Dairy Holdings at a significant premium.
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