Finally, CFOs should be prepared to communicate more regularly and in more detail to employees about the financial health of the company once the transaction goes through, since those employees now will be shareholders of the organization, too. "We've always been pretty open with information," notes DWF's Lisowski, "but now we're trying to do quarterly newsletters to update them on the highlights of what's going on with the company."

ESOPs aren't right for every company. They are more complicated to set up than a simple 401(k) plan, although that's partly because they're often created to satisfy two objectives: to provide retirement benefits for employees and to enable the sale of the company. There's also the issue — bright-lined by the implosion of Enron earlier this decade — of steering employees into holding company stock. That's not a diversified investment, and it has come under criticism in Congress and by financial advisers as being risky for plan participants.

There are mitigating factors, though. First, at many companies ESOPs exist alongside another retirement plan, not in place of it. Second, ESOPs are not obliged by law to hold only company stock; many hold other, more-liquid assets, too, especially those that must regularly buy out departing employees. Finally, Keeling notes, about half of all Americans have no retirement savings plan at all. "It may be good to be diversified," he says, "but being diversified into zero doesn't help at all."

The key to creating a sound ESOP that works well for selling shareholders, employees, and the company itself, Keeling and other experts agree, is to plan carefully for its creation and operation, relying on legal and accounting advisers with expertise in the field. To be sure, ESOP companies sometimes find themselves wrestling with the cost of paying back the loan that funded the plan's creation or with the cost of redeeming shares for departing employees; there are usually a variety of ways to surmount those hurdles.

"What I most often see defined as failure," he says, "is people not being happy with what has happened, so that there is no improvement either in the performance of the company or in the job satisfaction or the attitudes of the employees. And all of that is traceable to insufficient planning and expectations."

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