A Practice Note discussing several considerations related to the decision to terminate or wind down an employee stock ownership plan (ESOP), as well as various significant tax and Employee Retirement Income Security Act of 1974 (ERISA) issues that are likely to arise in implementing that decision. The approach to terminating or converting an existing ESOP and the potential for fiduciary liability will be affected by the structure of the ESOP (particularly what persons or parties control voting and investment decisions over the employer stock held in the ESOP), whether there is an unpaid stock acquisition loan, the percentage of the employer owned by the ESOP, the number of participants, the prospects for a corporate transaction, and other circumstances of the plan sponsor at the time of plan termination.