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This paper aims to identify the key lessons to learn from the US employee stock ownership plan (ESOP)-model. The lessons are, broad-based employee ownership is difficult to attain and sustain if employees have to use their own money to purchase shares. The paper works better when the shares are held in trust rather than being held individually. Broad-based employee ownership improves corporate performance and employee financial security. Employees care more about how employee ownership affects the stability of their jobs and retirement than having governance rights. If laws require democratic governance there will not be widespread employee ownership. Tax incentives are critical to induce companies and their owners to share ownership.

This paper is based on results from National Center for Employee Ownership research, a review of other research in the field, and the author’s own 45 years of experience in this field.

About one-quarter of the private sector workforce in the USA participates in some kind of employee ownership plan. There are 6,700 ESOPs in the USA with 14 million participants. The ESOPs hold over $1.4 trillion in assets. About 6,000 of these plans are in non-listed companies and the companies employ about two million people. Public companies ESOPs generally own under 10% of company stock; private company ESOPs usually own at least 30% of the stock and a majority of the plans own 100% of the stock. Most of these companies have between 20 and 500 employees.

The article gives a practitioner's overview over the main reasons behind the success of the ESOP model in the USA.

Close to half of all privately held companies in the USA are owned by baby boomers, meaning 2.7m American businesses are owned by someone age 55 or older. In the coming decades, all of these businesses will either change owners or disappear. The median state has 34,000 businesses approaching an ownership transition. The effects of this generational shift will be felt in cities, small towns and rural areas. At the same time, state governments are struggling with the challenge of preserving jobs and stimulating local economies buffeted by larger economic trends. States currently spend an estimated $45bn to $70bn a year on efforts to attract and retain jobs. If even a fraction of these exiting owners pursued an Employee Stock Ownership Plan (ESOP) as their business exit strategy, the potential positive impact on workers, communities and state economies would be substantial. Yet, many business owners are not even aware of ESOPs as an option. In light of this knowledge gap, many of these businesses will instead shut down or sell to outside investors who may not be interested in preserving and growing local jobs. This paper aims to discuss these issues.

Review of state information and statistics on employee ownership.

Currently, there are around 6,660 ESOPs in the USA holding total assets of nearly $1.4 trillion. These plans cover 14.2m participants. The Midwest is home to the greatest number of ESOPs, followed by the South. There is a least one ESOP headquartered in 4,131 distinct zip codes.

In order to increase the effectiveness and penetration of local outreach and education, states can: create an office of employee ownership with a dedicated staff person. The office could exist within a state agency or as a nonprofit receiving state funding; provide grants to one or more nonprofits to run an outreach program; hold seminars statewide in conjunction with professional, business, and trade publications and organizations; publish and disseminate brochures and other material; and work with the media to encourage stories on local ESOP companies. In order to promote ESOPs as an attractive alternative to private equity, outside competitors, and other potential purchasers of the business, ESOP outreach should: focus on business owners who are approaching retirement or a liquidity event, as opposed to start-ups or businesses who are interested in progressive management. Focus on the human side and emotional impact of employee ownership. Videos and other personal testimonials contrasting the storylines of a company that becomes employee-owned vs one that becomes owned by an outside investor can be powerful. Take advantage of the ESOP community by facilitating peer-to-peer connections, where company leaders talk with their peers who have sold to an ESOP. These connections are usually fostered based on location or industry. Take care to ensure that the center is seen as providing objective information as opposed to being perceived as trying to “sell” owners on the idea.

This is the first published review of ESOPs in the states.

More and more companies are linking their leveraged buyouts to an employee stock ownership plan. Two of the reasons: to create shareholder loyalty and to encourage superior performance.

This paper looks at the research to date on the future of broadly granted stock options (options granted to at least half the full-time employees of a company). In the U.S., granting options broadly became popular in the late 1990s, but has lost some of its appeal in the wake of stock market declines, accounting changes, and increased shareholder concerns about dilution. The data indicate a significant minority of companies will change their plans, but a substantial majority will keep them. The data also indicate changes in accounting rules will not affect stock prices and that broadly granted options are better for corporate performance than narrowly granted options.

This case explores the context in which decisions related to the composition of the board of directors are made at a company with a strong, participatory culture and strong values of accountability, responsibility, and community.

This case study seeks an in-depth understanding of a 100% ESOP company’s (Carris Reels, Inc.) values, culture, and processes related to broad-based employee participation in decision-making and governance of the company. Data were collected from formal and informal interviews and discussions with Carris Reels’ employees, observation, and company archival data, including newsletters, meeting minutes, and announcements.

Goals may be sufficiently different at highly participatory, majority employee-owned ESOP companies such that regulatory guidelines for board structure for public or privately held companies that are not employee-owned should be evaluated in the context of that company’s stakeholders.

A trend toward external members for boards of directors should be given careful consideration in the case of majority ESOP companies whose employee-owned and governed status is central to the company’s vision.

This case study provides an in-depth look at a company’s board of directors’ composition-related decision-making in the context of broad-based participatory processes and the desire to maintain a profitable and fully employee-owned and governed enterprise.

This volume of Advances in the Economic Analysis of Participatory and Labor-Managed Firms consists of 12 original and innovative articles. The first four papers relate to the growing literature on employee participation and firm performance. The second group of papers looks at the impact of ownership structures into managerial compensation and control. The third set of papers analyzes the role of co-operatives in the changing economic environment. The three papers in the final section range from the historical perspective on participation to the role different forms of participation may play in the future.

The paper studies the relationship between central features of the capital structure and terminations of ESOP plans in the US.

The research methodology is primarily based on reviewing the existing literature and includes elements of original comparative analysis.

We find that externally imposed repurchase obligation, the stochastic element to repurchase obligation and the discontinuous vesting of ICA shares undermines the sustainability of employee ownership in the Employee Stock Ownership Plan model.

Strengthening employee-owned firm the structural architecture of employee-owned firms (EOF) can help to improve sustainability of the socially preferable alternative in the market economy.

In light of the increasing global interest in employee ownership, our research underscores the need for institutional learning to adapt EOFs to contemporary economic environments.

Strengthening employee-owned firm the structural architecture of employee-owned firms (EOF) can help to build the case for the socially preferrable business ownership model for the market economy.

This paper contributes to the employee ownership literature by providing understanding of the role of capital structure in the US ESOP model and terminations of ESOP plans and suggesting some novel ideas in addressing the challenges.

This viewpoint will present some statistical information about employee ownership in the US and interpret and analyze this information in order to address the barriers question using material from qualitative interviews that the authors have conducted over the last ten years with practitioners in the field. There have been few actual empirical studies that sort out the different barriers to employee ownership. The authors have chosen to focus on employee stock ownership plan (ESOP) in the US because this is the principal example from which people could learn from, and the high prevalence of ESOPs plays an important role in the US. This overview will present interpretations of these interviews with conceptual arguments that cannot always be supported with either overwhelming empirical studies or arguments that conclusively eliminate one or other explanation. This is an initial attempt to bring some comprehensive treatment and data to this incipient discussion. This is based on an interpretive analysis of qualitative interviews without quantification or social survey methods used for measurement. The advantage of this approach is that it lays out a completely different level of analysis of the barriers to employee ownership in the US that is “closer to the ground” and more based in the views of front-line practitioners who are actually implementing it.

Analysis and interpretation of qualitative interviews.

The list of barriers that has been identified is not exhaustive. The preliminary conclusions are that (not necessarily in this order) limitations of investment banking models, poor supportive infrastructure, complexity and cost and regulatory issues, the lack of support by political parties and social movements, the sale of companies due to financial considerations and legal complexities and lack of clarity and resistance by Federal agencies are major barriers in the US. Various sectors of Wall Street has been amenable to employee ownership with the proper government and private sector support. What is needed now is a series of quantitative surveys and qualitative interviews of retiring business owners in closely held companies and of CEOs and CFOs in stock market companies in order to gauge the barriers that they believe are blocking their own action in the employee share ownership area. The Rutgers Institute for the Study of Employee Ownership and Profit Sharing is working on such a research agenda at this time. In addition, with the future size of the US employee ownership sector at stake, a more intensive one-year interview project would make sense in order to present these different explanations to key actors and practitioners and ask them to provide evidence to prove or disprove the relevance of the different barriers.

Empirical research which can resolve which barriers are more important than others is presented, when possible; however, studies that provide metrics to compare different barriers are not available and need to be carried out.

Other countries considering employee ownership policies can learn from the US experience. US policymakers and legislators can learn from an original, recent discussion of barriers.

If employee ownership sectors are to be developed, a careful discussion of barriers is most relevant.

Original document by the authors based on original interviews.