Karen Ng

Karen D. Ng

Karen Ng focuses in ERISA and employee benefits matters with an emphasis on employee stock ownership plans (ESOPs). She has extensive experience with the design, implementation and administration of ESOPs, pension plans, profit sharing plans and 401(k) plans and advises clients with respect to the structuring of ESOP transactions involving both closely held and publicly traded companies.

What do you focus on?


I offer technical experience regarding a wide variety of ESOP issues. Because ESOPs can be very complex and confusing, one of my strengths is that I can explain ESOPs in plain day-to-day language.

With over 90% of my clients as ESOP companies or ESOP fiduciaries, I can offer insight into what is really going on in the ESOP world. My clients find it invaluable to hear about the experiences of other ESOP companies and what they did right or, even more importantly, what they did wrong.

In addition to working with plan sponsors, I often help ESOP fiduciaries (both internal and external) to navigate the tricky waters of an ESOP transaction.

In addition to my technical experience, I am considered a thought leader in the ESOP community and am heavily involved in the leadership of employee ownership organizations.

Qualified Retirement Plans

Although much of my practice revolves around ESOPs, I also work with plan sponsors who have issues related to their other qualified retirement plans (such as 401(k) plans, profit sharing plans and defined benefit pension plans). I help clients maintain their plans, resolve possible disqualifying defects and explore new plan design features and structures. I partner with my clients to ensure that their employee benefit plans are running smoothly and efficiently.

What do you see on the horizon?

As governmental agencies and plaintiff attorneys increase their scrutiny of ESOPs and other qualified retirement plans, I believe that plan sponsors and fiduciaries need to have a better understanding of their plans and learn how to properly document their actions.


  • “ESOP 101: History & Fundamentals of ESOP,” ESOP Association Western Conference Regional Virtual Meeting, Webinar, September 10, 2020
  • “Terminated Participants—Overview of Reshuffling/Segregation,” The 42nd Annual ESOP Association National Conference, Washington, DC, May 2019
  • “Interaction with DOL & IRS,” 2018 Western ESOP Summit, Orange County, California, August 2018
  • “Special Administration Issues-Diversification, Rebalancing and Reshuffling,” Annual Conference,  The ESOP Association, May 2013
  • “Plan Loans, Hardship Distributions and QDROs—Practical Issues and Considerations,” Silicon Valley Spring Conference, Western Pension & Benefits Council, March 2013
  • “Interdisciplinary Panel on Current ESOP Events,” 2012 Las Vegas Conference & Trade Show, The ESOP Association, November 2012
  • “Senior Management Seminar,” Annual Conference, The California/Western States Chapter of The ESOP Association, October 2012
  • “Fiduciary, Governance and Operational Issues,” Senior Management Retreat, The California/Western States Chapter of The ESOP Association, June 2012
  • “The Administrative Cycle: How Balances Accumulate,” Annual Conference,  The ESOP Association, May 2012
  • “Advanced Distribution & Diversification Issues,” Annual Conference, National Center of Employee Ownership and the  Beyster Institute, April 2012
  • “ESOP Basics and Beyond,” San Francisco Chapter of CalCPA Education Foundation, October 2011 


  • Business Succession Planning: Strategies for California Estate Planners and Business Attorneys, Continuing Education of the Bar, 2010 (contributing author)
  • Administrative Issues for ESOP Companies, The National Center for Employee Ownership, 2007 (contributing author)
  • The Model ESOP, The National Center for Employee Ownership, 2006
  • Employee Stock Ownership Plans:  ESOP Planning, Financing, Implementation, Law and Taxation, The Beyster Institute at The Rady School of Management, University of California, San Diego, 2006 (contributing author)
  • Pension Protection Act of 2006, A Summary and Commentary, Matthew Bender & Co./LexisNexis, New York, 2006 (co-author)

ERISA Arbitration, New Legal Theories to Be Tested in 2021

Law360 | January 03, 2021

In this article on notable ERISA cases in the year ahead, San Francisco office managing partner and Corporate partner Karen Ng is quoted for her outlook on Howard Jarvis Taxpayers Ass’n, et al v. CA Secure Choice Retire. Svg., et al and the tension between ERISA’s broad preemption powers and the desire by states to provide retirement benefits to employees of small companies. The case’s outcome could determine other states’ programs.

5 ERISA Cases To Watch In The 2nd Half Of 2020

Law360 | July 29, 2020

San Francisco office managing partner and Corporate partner Karen Ng was quoted in this article for her outlook on the federal government’s interest in Howard Jarvis Taxpayers Association v. California Secure Choice Retirement Savings Program, and the rise in ERISA privacy and cybersecurity lawsuits in Harmon et al. v. Shell Oil Co. et al.


Karen D. Ng


San Francisco

Phone: 415-984-8298

Fax: 855-592-9247

University of San Francisco School of Law, J.D.

University of California, Berkeley, (Double) B.A.


  • The ESOP Association: Member since 1997; Administration Advisory Committee, Member (1997–present), Chair (2008–2010); Advisory Committee Chairs Council, Chair (2010–2012); Board of Directors, Member (2010–2013) Interdisciplinary Advisory Committee on Fiduciary Issues (2006–2010)
  • The ESOP Association—California/Western States Chapter: Steering Committee: Member (1999–present); Vice-President of Professional Members (2005–2006)
  • The Employee Ownership Foundation, Executive Committee Member (2010–2012); Trustee (2010–2012)
  • Western Pension and Benefits Conference–San Francisco Chapter: Board of Directors (2001–2007); 2003 Annual Conference Committee Co-Chair (2001–2003); Program Committee Chair (2000–2001); Program Committee Member (1998–2000)
  • Pension and Employee Benefits Committee of the San Francisco Barristers Club: Chair (2000–2001); Vice Chair (1999–2000)
  • State Bar of California
  • National Center of Employee Ownership
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