Ownership for Everyone
Report on COG
"Industrial Homestead" Policy Discussion Group
Alan Zundel and Deborah Groban Olson
Since
we began these COG internet discussions, public awareness of the human costs of
globalization has grown. There have been huge demonstrations at the meetings of
the International Monetary Fund, the World Bank and similar institutions. Debt
relief has been the primary solution proposed by demonstrators. Reporting on
this phenomenon in the New York Times Week in Review, “Growing Up and Getting
Practical Since Seattle” (9/24/00) Roger Cohen said “officials seem convinced
that beyond debt relief, an enormous effort must now be made to give more
people the basic tools to benefit from a global economy: education, lifetime
training, access to technology, encouragement from the stock ownership that
alone will spread America’s brand of popular capitalism, in which even
blue–collar workers benefit from investing.” While the other papers in this
book describe existing employee ownership methods, this paper outlines new, and
largely untested proposals to give people those basic tools for personal,
family and local empowerment. Most of these ideas aim to make ownership of
productive capital readily available to everyone.
This
paper summarizes proposals for spreading capital ownership raised to date in
the “Homestead” electronic discussion group of the Capital Ownership Group
(COG). More detail is provided on the proposals that received the most
attention in the discussion, including some representative comments from
participants, followed by sets of proposals described more briefly. The final
sections discuss actions required to realize these proposals.
A. Overview of proposals:
1.
Tax and Other Incentives to Transfer Ownership
1a.
Stock (or Equity) Quid Pro Quo (SQPQ or EQPQ): In return for specific
government benefits, business corporations would provide stock to special trust
funds.
1b.
Ownership Transfer Corporations (OTCs): Corporations obtain tax concessions to
provide stockholders bigger returns with less risk sooner on condition that
stakeholder obtain ownership and control free of charge over the long term.
1c.
Corporate Taxes Adjusted on a Sliding Scale for Degree of Employee Ownership
and Control: Proposed amendments to existing US ESOP and pension law to provide
more employee or union voice in corporate governance in exchange for corporate
tax benefits.
2.
Leveraged Stock Ownership Plans (SOPs) and the Captial Homestead Act
Trusts
with employees or other stakeholders as beneficiaries would borrow money to
purchase stock, repaying the loan from cashflows from the investment.
3.
Labor Sponsored Investment Funds
4.
Templates for New Organizational Forms
Mondragon
style co-ops, partnership style limited liability corporations, and employee
owned unionized temporary work agencies -provide “boiler plate” charter and
by-laws, new concepts for the organization of private business ventures and/or
government incentives for new businesses to organize, or existing businesses to
re-organize, so as to give greater worker or other stakeholder ownership and/or
control.
4a.
Shareholder Councils
4b.
Comments on the Mondragon Model
5.
Tax Policies for Building Equity
These
proposals would reduce the tax burden on individuals and families trying to
increase their equity.
5a.
Separate Labor Income and Capital Income for Income Taxation: This would allow
small savers/investors to build equity without taxing their capital incomes at
the top rate for their labor income.
5b.
Inheritance and Gift Taxes Based on Wealth of Recipient
5c.
End Regressive Taxation
6.
Information and Education
Aimed
at generating more information on the degree of concentration or diffusion of
capital ownership, or at educating people toward an ownership orientation and how
the problem of wealth concentration is created by investors getting overpaid
through the capture of surplus profits.
6a.
Tracking Concentration of Wealth
6b.
WOK: Worker Ownership Confidence Ratio
6c.
Ownership Impact Statements
6d.
Education for Ownership
6e.
Influence Academic Research Agendas
7.
Directly Subsidized Ownership
7a.
Individual Development Accounts (IDAs)
7b.
Universal Savings Accounts (USAs)
7c.
Citizens’ Grubstakes
8.
Miscellaneous
9.
Broad Ownership as Alternative to World Bank/ IMF Structural Adjustments
B. Outlines of the
Industrial Homestead Discussion Proposals
1.
Tax and Other Incentives to Transfer Ownership
1a.
Stock (or Equity) Quid Pro Quo (SQEQ or EQPQ)
Proposed
by Deborah Groban Olson.
The
proposed language below is for use in local and/or national SQPQ legislation
and to be permitted as a green light exception to the international trade rules
which otherwise prohibit local preferences or protections of local businesses.
“In exchange for government benefits granted
to a business for providing jobs, or government grant of licenses or permits
enabling extraction of natural resources or use of collective resources, such
as air and water for business purposes, the business shall provide a quid pro
quo at fair market value to the commonweal.”
Definitions
of these terms:
“Commonweal” means private or public
entities, including non-governmental trusts, employee trusts, community trusts,
stock funds, investment funds, co-operatives, for-profit and non-profit corporations,
and other entities provided they met specific tests of bona fide interest in
protecting the long term economic, social, ecological and/or cultural interests
of the local citizens. These entities should provide the community receiving
the benefit with the following:
•
individual accounts to provide citizens with:
- wealth creation for their families;
- ability to withdraw and use the funds (with
parameters such as 401(k)s have to incentivize a long term investment horizon
for such funds);
- the ability of those
citizens to vote for the leadership of the trust and to take action to
formulate the policies of the trust.
When
developed in greater detail this definition shall provide mechanisms for
responsible parties, such as labor-venture funds (such as those in Quebec and
Manitoba fashioned under the Canadian labor-sponsored investment fund laws),
community development financial institutions, credit unions, and other
certifiably locally controlled financial institutions to hold the quid pro quo stock
responsibly and accountably.
“Government benefits” means any tax
deduction, abatement, grant, government subsidized or guaranteed loan, license
(e.g. banking and broadcasting), lease, concession, or contract, preparing
and/or providing parcels of land, government contracts, and favorable utility
rates, etc.
“Fair
market value” has its current definition under the US Internal Revenue Service
and the US Tax Court.
“Quid pro quo” means corporate common stock
with the greatest voting and dividend rights or preferred stock convertible
into such common stock or its equivalent in cash.
Intended
Effects:
•
Deter government
units from competing with each other for corporate location by means that
undermine local economies.
•
Build a diverse
stock portfolio for every citizen over a generation.
•
Create a source of
non-wage income and a vote in corporate decision from a diverse citizenry.
•
Create means for the
new corporate citizenry to intelligently and collectively exercise their
concerns by electing some members of the boards of directors of the funds that
hold their stock. The majority of the board members would need to meet
fiduciary competence criteria and the funds would have to carry fiduciary
insurance. The boards of these funds would hire professional managers. Some of
these funds could be pension type and others could be more like mutual funds or
IRAs. Individuals would have the ability to move their funds every five years
to a similar type of fund (i.e. pension money might have to move only to other
pension type funds). Thus the funds could be assured of patient capital, while
individuals would have some ability to vote with their feet, and some ability
to use their own capital to create new businesses, buy homes, educate children,
etc.
Version
#1: Require that corporate stock be given to an employee ownership trust or a
democratically controlled community investment trust such as a Canadian labor
venture fund (“commonweal agency”) in exchange for any government license or
benefit to a corporation including all government contracts.
Version
#2: Require that corporate stock be given to an employee ownership trust or a
“commonweal agency” in exchange for any government license for use of public
resources, such as air waves, extending bank credit, extraction of natural
resources or pollution of land, water, or air.
Version
# 3: Provide models and enable local government units to negotiate with
corporations to obtain corporate stock in exchange for any government license
for use of public resources, such as air waves, extending bank credit,
extraction of natural resources or pollution of land, water, or air. The stock
would be held in an employee ownership trust or a “commonweal agency.”
Comments
from Shann Turnbull:[1]
•
Rename as Equity
Quid Pro Quo (EQPQ) or Community Investment Code (CIC) and include land,
buildings and other non-stock assets as well as stock.
•
Tie to Ownership
Transfer Corporation proposal (OTCs–see below). Investors would give up their
financial and voting rights at the rate of 5%per year over 20 years in favor of
stakeholders. Stakeholders are defined as employees, customers, suppliers, and
municipal hosts or neighbors to corporate facilities. Allocation to
stakeholders would be based on their relative contributions to the company,
perhaps similar to the way patronage dividends are determined in cooperatives
(pay, sales, purchases, value of infrastructure, etc.)
•
Stakeholders should
primarily hold their stock as individuals, and not through a commonweal agency,
as such institutions might not vote or might not be democratically controlled
or inhibited by their fiduciary duties to act against the other interests of
the beneficiaries
Olson
response to Turnbull point #3:
Many
working class people do not have the time or inclination to use their political
franchise. One way they successfully wield power is through organizations, such
as trade unions, where leaders are elected democratically and skilled staff
hired. (These institutions are certainly subject to abuse.) In my experience, lack
of education and alternative employment opportunity is regularly used to blunt
the effectiveness of worker owners exercising their voice and votes as
stockholders, whereas the Canadian Labor Sponsored Investment Fund (CLSIF)
example shows great financial power being harnessed by labor through collective
financial action.
Comments from Michael Harrington:
•
Portray SQPQ as a
carrot, not a stick.
•
Emphasize that it is
a fair exchange between communities and business interests where everyone
benefits.
•
Particularly useful
in resource extraction situations and for to protect sovereignty for indigenous
groups, such a Native Americans.
Comments
from David Spitzley:
If
you created a separate trust or commonweal agency for the stock of each company
involved, you could allow stakeholders to choose different mixtures of local
trust participation, and a combination of the benefits of professional
management with increased freedom for share participants (local stakeholders)
to manage their financial resources.
Comments
from Alan Zundel:
The
justification as a quid pro quo raises the objection that companies already
make a return to the community by creating jobs, providing markets for
suppliers, paying taxes and so forth. In addition, the proposal competes with
other attempts to get specific concessions from companies in return for
government benefits, such as a guarantee of a certain number of jobs being
created. There is a constituency to press for the latter (labor unions), but is
there a constituency for which gaining equity is a priority?
Olson
response to Zundel:
The
EQPQ idea is really an additional requirement or tax on the transaction, which
acknowledges the special nature of government investment in private enterprise,
and the need for the community to protect its future interests in that
investment. Often job creation is not enforced or enforceable. All the
taxpayers have made an investment in the Company and should get some benefit
from the transaction. Yet only a few get jobs. Furthermore, if the company
closes the plant after creating the jobs, the community loses its investment.
However, if the community has stock in the Company in exchange for its
investment, then the community will continue to receive dividends on that stock
from the Company’s operations wherever it moves. The community or commonweal
agency can reinvest those dividends in creation of new, local, employee owned
companies or other assets needed by the community.
1b.
Ownership Transfer Corporations (OTCs)
(See
also related structural proposal from Shann Turnbull in Sec.4(a) below.)
Proposed
by Shann Turnbull.[2]
Corporations
create, concentrate and control wealth on an undemocratic basis and are in turn
controlled by institutional investors not accountable to citizens. We need to introduce
tax incentives to humanize corporations so that they become socially
accountable, more efficient and profitable, and promote far greater economic
equity. These incentives would encourage corporations to become owned and
controlled directly by stakeholders: those citizens who sustain the existence
of corporations as employees, customers or suppliers, including citizens
providing infrastructure services in the host localities. This would maximize
local ownership and control and the self-determination of local communities.
The
corporate tax rate would be reduced so that it was more profitable for
stockholders to agree to transfer, without payment, a small amount of equity
each year to the stakeholders of record. Halving the corporate tax rate could provide
sufficient incentive to transfer a 5% equity per year. In this way an Ownership
Transfer Corporation (OTC) is created to transfer ownership and control from
investors to stakeholders over a 20-year period. Stakeholder stock is issued on
an open-ended basis pro-rata to the market value contributed by citizens
directly or indirectly through working for stakeholder enterprises. In this way
citizens instead of institutions would broadly share corporate ownership and
control on a localized democratic basis.
This
is a win-win outcome for investors, stakeholders and government. Investors
obtain higher returns; stakeholders, which include management, are enriched
with assets, income and votes; and the government tax base is transferred from
corporations to individuals who pay tax at a higher rate. The government also
wins by replacing government welfare checks with corporate dividend checks.
A
much more important but subtle result is that the size of corporations will be
reduced to human scale. This is because shareholders in OTCs would create
pressure on management to fully pay out the higher profits created by the tax
incentive. Otherwise, investors would loose some equity each year in any
retained profits. Shareholders re-investing their higher dividends in offspring
corporations, which acquired operating units from the Progenitor Company, would
finance business growth. This would increase economic efficiency as the
re-investment of corporate cashflows becomes subject to market forces rather
than management discretion.
The
introduction of stakeholders to the ownership and control of enterprises in a
way recommended by Professor Michael Porter (1992: 16–17) . (Porter 1992,
Porter, M.E. 1992, Capital choices: Changing the way America invests in
industry, A research report presented to the Council on Competitiveness and
co-sponsored by The Harvard Business School, Boston)would increase the
competitiveness of corporations. OTCs would establish independently elected but
separate advisory “Stakeholder Councils” (Like Citizen Utility Boards) for
customers, employees and suppliers. Each council would to create a “loyal
opposition” to the self-interest of other stakeholders to formulate and
negotiate win-win outcomes for all concerned rather than just for management and
investor elites as occurs at present.[3]
OTCs
could also be created in other situations, such as with the privatization of
state-owned industries, or in place of local investor rules for foreign
investment, as in the Zimbabwe example that follows.
A
proposal for “fade-out” of foreign investors in the reserved-investment sector
in favor of their indigenous employees[4]
(Based
on Turnbull OTC structure—as of March 14, 2000 this proposal has not been
adopted.)
The
Zimbabwe Enterprise Development (ZED) project, under the auspices of the
Minister for Indigenisation, is developing a number of legislative and
regulatory proposals for enhancing indigenous economic empowerment through
share ownership by the majority of employees. The following proposalcould create
in the longer-term significant employee share ownership in the context of
foreign investment in both private sector and privatized enterprises, at no
cost to the government or to the employees.
Summary
of the proposal: In sectors where at present foreign investors are required to
have a local partner own at least X% of the company shares, foreign investors
will be allowed up to 100% ownership, if they agree in advance to a “fade out”
arrangement by which they will gradually contribute shares without compensation
to a trust representing their employees until the X% limit is reached. The
contributions will start after a period of 100% ownership by the foreign
investors, which will allow them to recuperate their investment with their
projected rate of return.
Detailed
proposal: In the services sector and the reserved investment sector, at present
foreign investors must have a local partner for 30% or 65% of the total
ownership respectively. In these sectors foreign investors will be allowed up
to 100% ownership if they agree to a “fade-out” arrangement by which they will
retain full ownership of the shares corresponding to their original investment
during the payback period. (The payback period is defined here as the period
necessary for the investor to recover his investment with his projected rate of
return. It is expected that in most situations the payback period will be
between 2 and 6 years). Starting with the year following the payback period,
the investor will contribute annually e.g. 5% of his shares without
compensation to a trust representing his employees, until the employees will
own 30% of the company in the services sector, or 65% (or whatever is the
percentage of local participation required) in the reserved investment sector.
Such
contribution of shares to a trust will not be a taxable event. This provision
will apply only to future investment agreements into which both sides enter
willingly. The payback period during which investors are allowed to retain 100%
ownership (before the “fade-out” begins) will be in general negotiated on a
case-by-case basis according to the investor’s business plan. If the enterprise
is sold before the “fade-out” period is completed, the new owners will inherit
the “fade-out” obligations. Compliance will be assured by the Zimbabwe
Investment Centre (ZIC) and by the Zimbabwe Reserve Bank, which will verify
fulfillment of the “fade-out” conditions as one of the conditions to approve
remittance of dividends or repatriation of capital. Thus the onus to prove
compliance with the “fade-out” schedule will be on the investor.
This
proposal is conceptually similar to the BOOT (build-own-operate-transfer)
arrangements that exist in Zimbabwe, with the differences that (i) it will
apply to the services sector and the reserved investment sector rather than to
infrastructure, and (ii) the ultimate owners will be the employees rather than
the government. It is recommended to attach this proposal to the suggestions
for amendment of the Investment Code, which the ZIC is preparing to submit to
the Cabinet Committee on Legislation.
Justification:
At present, in various sectors the percentage of company shares that may be
owned by foreigners is limited (70% in services, 35% in agriculture, forestry,
transport, trade, milling and baking, sugar and tobacco processing, agencies,
barber and photography shops, etc.). This is a constraint to many investors,
who may not find a suitable local joint-venture partner with the necessary
liquidity, or who prefer to maintain complete control of the enterprise during
the start-up period. Such investors may agree to some variation of the
arrangement outlined above. Investors generally make their investment decision
on the basis of expected returns within a time horizon of 5 to 7 years.
Therefore the obligation to contribute a part of their shares gradually after
their payback period should make little difference to their decision whether or
not to invest in Zimbabwe. (For example, if their expected rate of return is
20%, the present value of the obligation to contribute 30% of their shares
gradually starting with year 7 amounts to only 6.7% of the value of their
investment).
Similar
obligations on foreign investors to transfer their shares to indigenous persons
after the payback period have been applied in certain cases in Malaysia and
Australia. Whereas at present the local partners of foreign investors are in
many cases members of an ethnic minority who have funds for investment, under
the proposed “fade-out” scheme the local partners will be large numbers of
indigenous employees, thus enhancing economic empowerment. Moreover, this
proposal will entail no loss of tax revenues. The proposal may even enhance tax
revenues in case of an entrepreneur who would not invest in Zimbabwe under
current limitations on foreign ownership would be ready to invest under the
“fade-out” scheme.
Comments
from Alan Zundel:
•
The version of the
OTC proposal based on a reduction of corporate income taxes is dependent on
there being an effective corporate income tax rate sufficient to make the
proposal attractive to corporations. In cases where tax rates are low or
corporations already have other tax breaks available this condition may not
obtain.
•
Research to provide
estimates of short-term and long-term tax effects (i.e., how government
revenues would be affected) would be helpful in assessing the proposal.
•
Some have argued
that OTCs represent an attenuation of property rights. Turnbull’s
counter-argument is that participation by corporations is voluntary; they will
only agree to transfer equity if they find the tax incentive attractive. The
discussion of residual claimancy (RC) in the Ownership discussion group is also
pertinent to this issue. David Ellerman has raised the argument that once
capital and other factor suppliers have been paid at market rates sufficient to
induce participation in a productive opportunity, the assets (or liabilities)
that remain should belong to the workers. I have argued that all stakeholders
have some right to RC, but that foregoing RC could be considered implicit in
contracts for services rendered. Harrington has argued that in designing the
direction of contracts (e.g., whether capital owners hire workers or workers
rent capital), it is more efficient that investors retain RC. No one has produced
an argument that RC should by right belong exclusively to investor Turnbull
describes the advantages of making strategic stakeholders “deferred residual
claimants” through an OTC in “The competitive advantages of stakeholder
mutuals” available from the COG library at http://cog.kent.edu/lib/Turnbull7/StkMut.htm
1c.
Corporate Taxes Adjusted on a Sliding Scale for Degree of Employee Ownership
and Control and Labor Sponsored Investment Funds
Proposed
by Deborah Groban Olson.
(This
proposal was written for the US Congressional debate on amendment of ESOP law
in 1993. Since then the US Internal Revenue Code (IRC) § 133 was repealed. The
author thinks that Section 133 should be reinstated with the requirements
stated below. The concepts could apply to any country, but is particularly
aimed at developed countries that protect collective bargaining rights.)
ESOP
law should be changed to reward long-term locally anchored investment and
employee participation while providing modest incentives for more conservative
companies to try employee ownership. Participative employee ownership is one of
a small number of developments which has shown much promise as a means of
increasing the competitiveness of U.S. companies and ensuring that companies
remain domestically owned.
The
federal government needs to encourage (1) more majority employee ownership and
(2) more worker participation in decision-making. Companies providing employees
with a larger portion of ownership should be rewarded more than those providing
less ownership. Special incentives should be provided to companies in which
employees receive controlling interest. Employee ownership subsidized by tax
dollars should provide employees with substantial shareholder rights and aid
them in operating as a shareholder group.
The
following legislative proposals to peg ESOP tax incentives to provisions for
greater employee rights are based on the above premises. They provide a floor
for employee protection where there is no union to speak for employees. Where
there is a union, it may negotiate different provisions to safeguard employee
interests. For example, unionized employees may be better represented through
union representation on some issues where individual employee rights are
proposed herein.
Proposed
Changes to Ensure Employee Rights in ESOPs
Reinstate
the previously repealed ESOP lender deduction (IRC Section 133) contingent upon
the following requirements, any or all of which may be waived if the ESOP is
created through collective bargaining.
•
Either (a) more than
50% of the voting stock of the company must be allocated to ESOP participants;
or (b) where the ESOP owns more than 30% but less than 50% plus, the plan must
provide that the ESOP participants, through the ESOP committee, direct the
trustee on how to vote unallocated shares (in proportion to how they vote their
allocated stock or, as a block, the same as the majority of allocated).
•
The ESOP committee
appoints the ESOP trustee.
•
The ESOP committee
is either (a) elected by the ESOP participants on a one-participant/one-vote
basis; or (b) appointed by management and representatives of all collective
bargaining units whose members are or will be plan participants with
proportional representation of each bargaining unit, and each non-represented
group of employees covered by the plan, so that the ESOP committee membership
corresponds to the different classes of participating employees.
•
Participants get
either (a) voting pass-through on all shareholder issues, including voting for
the board of directors; or (b) the right to direct the ESOP committee through
their votes. This prerogative, however, may be deferred during the term of an
ESOP loan pursuant to loan covenants.
•
Voting of ESOP stock
shall be on the basis of (a) one participant, one vote or (b) one share, one
vote.
•
ESOP appraisals are
made available in the same manner as the ESOP plan, and the summary plan
description states that copies are to be made available to plan participants
upon request for copying cost.
These
changes presume a corresponding exception be made in the Employee Retirement
Income Security Act of 1974 (ERISA) to permit employee owners to direct
trustees to vote allocated and unallocated shares as directed, without putting
them in the fiduciary bind (created by current law) of having to override those
directions if they do not believe them to be in the participants’ best
interests.
Make
ESOP tax benefits for the corporation and selling shareholder available on a
sliding scale based on the amount of voting stock meeting the above
requirements, or contributed to the plan pursuant to a collective bargaining
agreement. For example, if taxpayers sell or contribute 10% of their stock to
an ESOP, they would receive 20% of the ESOP benefits for which they were
otherwise eligible. (The term "taxpayers" is used to refer to any
selling shareholders, estates, or corporate plan sponsors.) If taxpayers sell
or contribute 20%, they would get 40% of the benefits, etc. The benefits would
increase so that once taxpayers sell or contribute 50% or more, they would be
eligible for 100% of the ESOP benefits.
If
Congress is going to encourage employee ownership, employees should get enough
control over investment, disinvestment, employment, and other significant
corporate policies to make employee ownership a meaningful method of anchoring
business in local communities.
Congress
repealed the estate tax deduction (IRC Section 2057) that provided
tax-advantaged means for a surviving family to turn over a business to
employees by allowing a 50% estate tax deduction of proceeds from the sale of
employer securities to an ESOP. Many family owned businesses cease to exist
upon the death of the owner if there is no easy way to turn the business over
to experienced employees. Partial employee ownership combined with the estate
tax deduction is one avenue for allowing full employee ownership to evolve over
time. Without benefit of the estate tax deduction repealed by Congress,
employee ownership in ESOPs certainly is not furthered, and businesses that
might otherwise continue to produce tax revenue are lost. The ESOP estate tax
deduction should be restored on a sliding scale along the lines of the
above-outlined proposal.
The
requirement that the Section 133 lender interest exclusion is only available to
plans where over 50% of voting stock is in an ESOP is a clumsy method for
addressing Congressional concerns. This requirement, simultaneously, impedes
the creation of some good employee-driven ESOPs, which need to attract senior
equity partners to finance a deal, and encourages others who might set up ESOPs
to turn to other vehicles, like stock purchase plans, that have fewer employee
rights. The above-outlined sliding scale would better meet the country’s needs
for locally owned businesses and tax revenues.
Additionally,
by inadvertence, Section 133(b)(7) was drafted so that it did not allow a
Section 133 loan to a company providing one participant, one vote. This section
should be amended in the next tax act to add a reference to IRC Section
409(e)(5). IRC Section 133(b)(7)(A) would then read:
"The
employee stock ownership plan meets the requirements of Section 409(e)(2) or
409(e)(5) with respect to all employer securities acquired by, or transferred
to, the plan in connection with such loan (without regard to whether or not the
employer has a registration-type class of securities), and . . ."
One
participant, one vote is not generally used in the large tax-exemption driven
deals that caused Congress to pass the restrictions on Section 133. In fact,
few ESOPs use it. However, some people believe it is the fairest way to
distribute voting rights. Whether or not this is best in all circumstances,
people should have the right to choose a flatter and more egalitarian voting
system.
The
legislative proposals above attempt to create a more finely tuned instrument.
They provide concrete employee rights and protections without narrowing the
already limited financial ability of employee groups to structure deals. They
also recognize the significant value of collective bargaining representation in
protecting employee rights in structuring ESOPs.
The
proposals give selling shareholders, corporations, and outside investors’
incentives to increase the percentage of employee ownership, without removing
the incentives for partial employee ownership.
Initially,
employee ownership legislation was driven by a theory that broadening the base
of ownership was important, but that employees were not really capable of
exercising their rights as shareholders without the paternalistic protection of
a trustee who could be appointed and, therefore, actually (if not legally)
controlled by the corporate board or selling shareholder. This theory is
outdated as proven by General Accounting Office (GAO) studies. In addition,
these studies have found that employee owned companies only surpass their
traditional competitors in productivity and profitability when they include
significant employee participation programs.
The
future for employee ownership as a means of improving American competitiveness,
increasing profitability, and generating jobs and greater tax revenues, is to
release the full creativity and effort of employee owners by increasing their
rights and voice in employee owned companies.
For
further information on this concept see Olson, Deborah Groban “ESOPS for
People, Not for Wall Street” on the COG Website
http://cog.kent.edu/Author/Author.htm.
2.
Leveraged Stock Ownership Plans and the Capital Homestead ActProposed by Norm Kurland,[5] Robert Ashford and Rodney Shakespeare,[6] and others, and derived from the ideas of Louis
Kelso.
The
central idea in this set of proposals is that employees and other stakeholders
can become owners by borrowing money to purchase stocks, and then repaying the
loan with the returns on the investment. Kelso derived this idea from the way
corporations use credit to expand their equity. Management will borrow money
for new investment when it determines that there is a productive opportunity
offering sufficient cashflow to pay for (in addition to the purchase of the new
assets) interest on a loan, plus an additional income at a favorable rate of
return. If they are correct in their projections, once the loan is repaid
shareholders will have additional wealth (the new assets and the income
generated by them) without having put up any additional funds.
The
barriers to making employees and other stakeholders “new capitalists” through
such “self-financing capital credit” are primarily that: (1) investments may
not produce a cash flow sufficient to repay a loan, (2) the new capitalists
have inadequate collateral to insure repayment (and cannot afford to risk what
collateral they do have), and (3) the new capitalists cannot obtain credit at
preferred rates. Kelso got around these barriers by inventing the leveraged Employee
Stock Ownership Plan (ESOP), a tax-favored employee benefit trust that borrows
money to purchase stock in the employing company, with the company guaranteeing
repayment of the loan. The barriers are overcome by: (1) giving the company a
tax deduction for loan repayments, increasing the cash flow available to repay
the loan, (2) having the company guarantee repayment, and (3) using the
company’s credit, and giving the lender a tax break on the interest collected,
to obtain credit at preferred rates.
Kelso
and his followers have advanced proposals to expand the use of ESOPs and
establish Stock Ownership Plans (SOPs) with other stakeholders as
beneficiaries. The chief proposals are for governments to:
•
Provide tax
protection for other types of SOPs (e.g. Consumer Stock Ownership
Plans--CSOPs–and so forth). This would extend the self-financing capital credit
concept to citizens who are not employees of companies with ESOPs.
•
Create a Capital
Diffusion Insurance Corporation (CDIC) to provide re-insurance to facilitate
the establishment of commercial capital credit insurance companies. The latter
would insure loans to SOPs in return for a premium payment. This would
eliminate the need for companies to guarantee repayment of the loans without
obligating the new capitalists to put up collateral. The loans would instead be
repaid by dividends to the trust. The company would be obliged to pay out net
returns on the new investment as (tax deductible) dividends to the SOPS.
•
Have the central
bank direct credit to SOPs through the banking system. For example, they could
require banks to lend a percentage of total loans to SOPs, or to provide credit
for new investments only through SOPs.
Norm
Kurland’s Center for Economic and Social Justice, has developed a proposal
entitled “Capital Homestead Act for America” which combines a number of these
ideas. It is a proposal to provide tax, monetary, inheritance policy and other
structural reforms to national economic policy to provide every citizen an
equal opportunity to own, control and share profits from productive capital.
Facilitated by the monetization of capital credit under Federal Reserve policy
and reinforced by loan default insurance as a substitute for traditional
collateral, the Capital Homesteading reforms would enable every citizen to
establish at a qualified local lending institution a tax-exempt Capital
Homestead Account (CHA) to purchase and accumulate dividend yielding shares to
supplement his income from other sources, including Social Security when he retires.
Like ESOPs the citizen would put up no money but through the CHA would gain
access to self-liquidating capital loans at low service charges to buy equity
shares that are expected to recover their purchase price out of future pretax
dividends. The loan default insurance, whose premiums would be paid out of
dividends, would cover the risk that the loan failed to be self-liquidating.
CHA loans could be invested in shares of 1) the company he or a family member
works for, directly or through an ESOP, (2) the companies he regularly buys
from, directly or through consumer stock ownership plans (CSOPs), (3) a
Community Investment Corporation (CIC) to link him to profits from and control
over local land planning and development, and (4) a variety of blue-chip growth
companies with a track record of profits. The double tax on corporate profits
would be eliminated for companies that sell full dividend payout shares to
CHAs. A key feature of these ideas is that those who have no capital should
have equal access to credit to acquire capital, and that that credit should be
made available by the government’s central bank and allocated through local
lenders for financing the capital needs of the productive economy. (In today’s
US economy productive capital is growing annually at a rate exceeding $7,000
per capita.) The idea behind Capital Homesteading is that there is no reason
that those who already have capital (and collateral to qualify for capital
loans) should have a monopoly over the government’s ability to create more
wealth through credit. More information is available on the Capital Homestead
Act at www.cesj.org.
Comments
from David Ellerman:
Leveraged
ESOPs, as they currently exist under U.S. law, are not “self-financing” but
paid for by a combination of tax breaks and the dilution of original
shareholders’ equity. This is because the company owned by these shareholders
is obliged to issue shares to the ESOP in addition to repaying the loan that
allowed the ESOP to purchase these shares. If the company had simply taken out
a conventional loan, they would have repaid it and owned the new equity
themselves.
Comments
from Alan Zundel:
•
My response to Dr.
Ellerman is that as long as the business plan is successful, the new capital
purchased with the loan money is self-financing both in the conventional loan
scenario and the ESOP scenario. But his comparison does raise the question of
why a company would choose the ESOP scenario if a conventional loan were
available. The answer seems to be reasons unrelated to the need to finance new
investments, such as a desire to provide employee benefits, to create a market
for closely held shares, or to protect a company from a hostile takeover. Are
such reasons sufficient to inspire more companies to set up ESOPs, and to go
beyond them to other SOPs?
•
The establishment of
tax protections for other SOPs would require, at a minimum: (1) political will
to forego potential tax revenue, (2) a large number of companies interested in
using them, and (3) a constituency to support the concept.
•
The CDIC proposal
would require the establishment of a large enough number of SOPs to create a
viable insurance risk pool.
•
Directing credit to
SOPs means constricting credit elsewhere, which is likely to meet political
resistance. To finance a large proportion of new investment via SOPs also means
redirecting savings to other types of investments, limiting the freedom of
wealthy interest to invest where they choose; also likely to be resisted.
3.
Labor Sponsored Investment Funds
Proposed
by Deborah Groban Olson.
Create
state and/or federal tax credits to encourage individual investment of IRA or
401(k) funds in state and labor sponsored venture capital funds that focus on
employee ownership. In the current environment, it is difficult to obtain the
highly leveraged financing needed to create majority employee owned companies.
Employees frequently need equity partners to purchase companies. But
traditional venture capitalists are primarily concerned with obtaining their
profits and exiting target companies. (Which does not foster local ownership or
stable capital investment.)
Several
Canadian provinces, including Quebec, Manitoba , British Columbia,
Saskatchewan, and Ontario have created labor-sponsored venture capital funds,
which provide provincial and federal tax credits to individuals, who invest the
equivalent of their IRA money in these funds. The Canadian funds are aimed at
investing within their own provinces in companies with a proven track record
and expected future long-range profitability. (See
http://cog.kent.edu/lib/CroSum1999/CroSum1999.htm.) To the extent that they
have an employee ownership focus, they particularly seek out retiring owner
situations where there is no succession plan. Their primary focus is retaining
jobs and control of businesses within the provinces. A national or provincial
labor federation must sponsor these funds to obtain the tax credits, although
they invest in non-union as well as in unionized companies.
Similar
legislation in the U.S., or in a state, could provide employees with a
much-needed source of capital for employee ownership.
Due
to the extremely high fiduciary standards required for ERISA funds, US labor
unions have, thus far, had no success in raising a U.S. venture capital fund
using pension money. With some IRA or 401(k) funds (structured pursuant to new
regulations under ERISA Sec. 404[c] or Participant-Directed Investments, 29
C.F.R. §2550.404), individuals can make personal investment decisions to place
a portion of the IRA or 401(k) in a venture fund without creating fiduciary
liability for plan trustees. It would be wise to restrict individual investors
from investing more than 25% of their retirement savings in a venture fund.
Comments
from Per Ahlström an update on the union sponsored regional venture capital
company he is working with the Swedish labor unions to create in the north of
Sweden:
(In
Northern Sweden) we haven’t gotten very far beyond creating a lot of praise and
local support for the project. But maybe that is as much as can be expected in
a year and a half. This is the current status:
•
The project now has
backing from 50 local unions with 128.000 members (this is in an area with just
under one million inhabitants and about 350,000 union members. The locals
backing the project belong to several different unions, metal workers, paper
workers, retailing workers, chemical and general factory workers,
communications workers, construction workers, forestry and wood manufacturing
workers, defense employees, teachers, community salaried employees and
industrial salaried employees. It is unique for Sweden in breaking the barriers
between blue and white collar workers in a common project.
•
The financial status
of the project is that we now have promises for SKR 25 million (about USD 3
million) from the Metal Workers National Union, SKR 5 million from a consortium
of Metal Workers locals in the area, and SKR 3 million from Folksam, a union
owned insurance company. We expect to get some more money allocated from the
Industrial Salaried Employees National Union in May (the treasurer has been
overheard saying that it looks like he cannot get away from it, which is a
measure of the enthusiasm felt at the national level). And we have high hopes
of money from the European Union structural funds and from the Norrland fund (a
regional fund created with profits from the government owned mining industry in
the north of Sweden) filling out the gap to the SKR 100 million (USD 12
million) that we feel are needed to start investing. If everything works out we
should be able to have the fund up and running by the end of the year.
•
The investment
activities are planned to be blueprinted (as far as possible) on the Crocus
Fund in Manitoba, which we have found to have an investment policy which is
well suited to the needs of our area.
•
We no longer have
money to employ a full time executive officer, and the project is now run on a
no pay basis.
•
Even though we
haven’t been able to raise enough money, we have raised very important
questions in the Swedish debate. The unions and the governing party, the Social
Democrats, and also business circles in the north and the ex-communists, the
Left Party, have shown great interest in the concepts of employee ownership,
the creation of regional financial markets and regional venture capital
companies, all of which have been virtually unknown issues in Sweden up until
John Logue came here to enlighten us in the fall of 1996.
Per
explained the current Swedish Labor Party (LO) effort at creating labor venture
funds modeled on the Canadian model in a report from the recent extra
convention of the Swedish social democrats:
A
motion to make "functioning regional financial markets" part of the
program for improving the Swedish infrastructure was accepted by the convention
without debate. This of course opens up the field for a variety of methods for
anchoring capital in the different regions.
We
are currently trying to set up a labour governed venture capital company in the
north of Sweden. The investment activities of this company will be run along
the same lines as the Canadian labour sponsored funds, but the financing will
come from union strike funds, a labour owned insurance company and hopefully
from the European Union structural funds. We are planning to sell off to employees
once we have a workable model for employee ownership in Sweden. We think we can
make this venture capital company fly late this fall.
There
is also a motion from the LO itself to the convention this fall to investigate
the introduction of Canadian style labour sponsored investment funds in Sweden,
but this has met quite a lot of opposition within the labour movement.
The
grounds for opposition are three:
•
The heavy tax
subsidy, which is not necessary in Sweden with its large pools of capital and high
rate of saving. There are also serious doubts that these subsidies can get
broad enough political support to be stable over elections.
•
The high
administration cost that the individual stock ownership incurs.
•
The fear that
workers in their enthusiasm for the scheme will put too large a portion of
their savings into these funds. This could either lead to a distortion of the
fund policy or to unduly high-risk exposure for the individual.
The
report also had a poor analysis of the need for this kind of fund.
The
Swedish labour movement has traditionally been against individual workers
owning stock in their employer company. There have been the same fears that the
US trade unions traditionally have had, that the workers will become more loyal
to the company than to the union ideals, that they will become too dependent on
their employer (see the South Bend Lathe case). And yes, we are making
progress. Today the government committee on regional policy called me up. They
want to know more about what is going on in Canada and the US and have ordered
my book on employee ownership. They also want me to join a subcommittee on
regional venture capital. It is getting really interesting.
Comments
from John Logue (Explaining the history of the Swedish Wage Earner Fund
proposal of the 1970’s developed by Rudolph Meidner, a.k.a. the Meidner Plan.
This was in response to proposals by Thomas Brandt and David Morris that this
discussion group should discuss the Meidner Swedish Wage Earner Fund proposal
of the 1970’s.):
The
Meidner plan failed politically in the 1970s when the Swedish Social Democrats
were defeated in 1976 and 1979. The issue was framed in such a way that the
Social Democrats just got clobbered on it—the Swedish business community even
got people in the streets to demonstrate against it.
Meidner’s
Wage Earner Fund proposal was resuscitated in a much modified (and moderated)
form around the establishment of five regional funds in 1982 and enacted
subsequent to the Social Democratic election victory that year. These regional
funds had less impact than they should have because they invested primarily in
public companies. On the other hand, they were trying to build a track record
that would make them less threatening to corporate Sweden.
We
wrote the regional funds up in an article in Polity in 1984: Don Hancock and
John Logue, “Sweden: The Quest for Economic Democracy,” Polity, v. 17(2), pp.
248-270. This really covers the debate and the details of the regional funds.
Subsequently
we persuaded Meidner to give his appraisal. See Rudolf Meidner, “Beyond
Wage-Earner Funds,” in Hancock/Logue/Bernt Schiller, eds., Managing Modern
Capitalism (Greenwood/Praeger, 1991), pp. 291-312.
Carl
Bildt’s conservative government liquidated the regional funds after its 1991 election
victory. The Social Democrats avoided the issue until about 1998—too badly
burned. Now in the EU, they need to find some way to anchor capital and jobs in
Sweden. So it’s on the agenda in some form for the Swedish trade unions’ 2000
conference.
Comments
from Prof. Erik Poutsma:
It
may be good to have a look into Daryll d’Art’s book: Economic Democracy and
Financial Participation (London: Routledge, 1993). He compares the different
(national) plans—wage earner and employee ownership and participation schemes
and presents an comparative critical assessment of US, UK/Ireland and
Scandinavian models of financial participation.
4.
Templates for New Organizational Forms
Provide
“boiler plate” charter and by-laws and/or government incentives for new businesses
to organize, or existing businesses to re-organize, so as to give greater
worker or other stakeholder ownership and/or control (e.g. Turnbull’s
Ecological Corporate Structures, Mondragon worker coops, employee buyouts.)
4a.
Stakeholders Councils
Proposed
by Shann Turnbull.
For
taxpayers to obtain the best value for tax incentives used to further employee
ownership, stakeholder governance will need to be tied in for medium and larger
sized firms. Employee ownership without participation in control can be
counter-productive, as when management votes the shares of their employees to
entrench their own position, remuneration and perks. As a condition of gaining
government benefits, corporations would be required to set up Stakeholders
Councils within their firm, specifically:
•
To establish
councils representing each stakeholder constituency, with council members
elected by the constituents. Strategic stakeholders would be recorded in the
books of the business to provide a basis for the formation of such councils in
the form of employee forums, customer panels and supplier assemblies.
•
To change the
corporate constitution to require the Board of Directors to meet with each of
these councils on at least a quarterly basis and also to allow stakeholders to attend
(but not vote) at meetings of stockholders. The stakeholders could advise
stockholders in voting matters and stand for election to the Board.
•
Change the corporate
constitution to establish a Watchdog Board appointed only by the shareholders
on a democratic basis, one vote per shareholder.
The
Councils for the most part would be only advisory in nature. The executive
board would have all its normal powers, except the Watchdog Board would have
veto power over any actions in which the directors have a conflict of interest.
(This would give it the functions often delegated to an audit committee,
remuneration committee and nomination committee.)
Instituting
these Councils would enhance information feedback and monitoring of operations,
provide a watchdog independent of management, improve the capacity to adjust to
changes in the business’ environment, and give corporate governance the benefit
of perspectives from the standpoint of long-term interests. Stakeholder
Councils introduce an internal loyal opposition to any misguided strategies,
policies or self-dealing by employees. In this way they can directly protect
the interests of investors much more effectively than institutional
shareholders that do not have detailed operational information.
The
Stakeholders’ Councils structure is superior to putting representatives of
stakeholder constituencies on a unitary board, because the latter creates
conflicts of interest. It generates suspicion by the nominees’ board colleagues
that confidential information will be widely shared, and/or a suspicion by the
nominees’ constituency that their nominees have been captured and/or has
misplaced loyalties. A compound board avoids the lose/lose position for all
parties.
4
b. Comments on Mondragon Model
Multiple
boards similar to this exist in Japan, Germany, the United Kingdom, the
Mondragon cooperatives in Spain, and other places. The Mondragon board
structure is compared with a unitary board structure in the paper by Shann
Turnbull ‘The
Competitive Advantages of Stakeholder Mutuals’. (Refer to Figures
3 & 4 and Table 6).
Comments
from Deborah Olson:
Some
of that exists in the form of Mondragon style cooperative structures promoted
by the Industrial Cooperative Associations in the early 1980’s, and used by
practitioners like me. They proved not as flexible as ESOPs for attracting
capital. However, the general idea of building models to propagate is very
valuable, and should be pursued. These types of corporate structures can be
created under current US law; the problem is finding a client who wants it. We
are using some of Shann’s ideas in creation of new IT firm structures.
Comments
from Shann Turnbull:
A
small step in this direction is provided in the Appendix to my paper “Corporate
Charters with Competitive Advantages”, Private conference on alternative
perspectives on corporate governance, Columbia University, Law School, Friday,
January 23rd, 1998. Forthcoming, St. Johns Law Review, St. Johns University,
New York City, Winter, 2000.
Computer
related, IT and knowledge businesses have the most to gain from stakeholder
governance. The practice of establishing co-operative relationships with
stakeholders, including competitors through strategic alliances is already well
entrenched in these industries. Look at those between IBM, Microsoft, and
Apple, etc. However, let us not ignore IPO’s when corporate constitutions need
to be amended. IT companies are much better companies to focus upon for this
model than depletable resource companies.
It
has been standard practice for many years in Japanese companies to issue stock
to their suppliers and customers to establish strategic competitive
relationships. It was this practice, which is also found in Germany to a lesser
extent that created the role model for Michael Porter to recommend in 1992 that
US companies follow this practice and involve employees, customers, suppliers
and members of their host community in their ownership and control structure.
However, Porter’s recommendations would be counter productive without creating
multiple boards to separate out and manage the conflicts of interest as
discussed in a number of my papers describing “Stakeholder Governance” (Refer
to ‘The Competitive Advantages of Stakeholder Mutuals’).
Comments
from David Ellerman:
In
a democratic or laborist firm, the people working in it would jointly through
their legal embodiment shoulder the legal liabilities for the used-up inputs
(that’s the negative product). The legal embodiment could be a cooperative
corporation (e.g., the Mondragon variety), a partnership (e.g., self-managed
professional firms particularly when all staff are partners in some form), or
proprietorships. Since you probably think in terms of corporations, we can take
that as the standard case. In a democratic corporation, the membership rights
(rights to current profits and voting rights) are personal rights attached to
the functional role of working in the firm (your citizenship rights are similar
personal rights, not property rights that can be bought and sold). There is
also an amount of capital with your name on it in the company. That
credit-balance "equity" account is like an internal savings account.
Your
voting and profit rights are independent of the balance in the internal capital
account, as those rights are proportional to your labor (called “patronage” in
a worker cooperative). Your patronage-determined share of the retained profits
(or losses) is added to (or subtracted from) the balance in your internal
capital account. There are various arrangements to eventually pay out the
accounts, but we can skip the details here. The important part for your points
is that the balances in the members’ accounts stand to cover the losses that
the company might incur, but the distribution of the losses between the
accounts is determined by the member’s labor patronage. Thus the residual
claimancy (RC) function in this type of corporation is attached to the member’s
labor, not the member’s capital in the company.
Most
people in the workplace democracy field learned about this internal capital
account structure from the Mondragon cooperatives. Conventional and traditional
worker co-ops in the US and elsewhere have a much more confused structure. It
was soon discovered that one might completely redraft the by-laws in a joint stock
corporation to set up this whole Mondragon-style internal capital account
structure. This was done in the Model By-Laws of the Industrial Cooperative
Association in the 70's and such by-laws can still be obtained (I think) from
that organization in Boston now named “The ICA Group.’ Moreover, new state
statutes for this type of cooperative were first drafted in Massachusetts and
were passed into law in 1982 as Chapter 157A of the General Laws of the
Commonwealth. That Mondragon-style statute was then copied with various changes
in a number of other states (I have lost track).
There
are a number of these Mondragon-style co-ops across the country today. Probably
the biggest success story is the Community Home Health Care cooperative in the
South Bronx that is now being replicated in a number of other cities by the
replication project run by Steve Dawson, the executive director of the ICA for
its first decade. But co-ops in general suffer a significant tax disadvantage
relative to ESOPs so for larger worker-run companies, the ESOP form was more
often used, particularly when ways were developed to make them more democratic,
e.g., United Airlines.
Once
the idea of RC attached to some measure of labor and the structure of the
internal capital accounts were understood, then it was realized that
professional partnerships have had essentially this structure all along. One
need not travel to Mondragon or to an ICA co-op to see the idea. For instance,
law partnerships might have partner capital accounts, and yet the amount of the
profits or losses assigned to each partner is proportional to some measure of
their "patronage" or business, not the size of their capital account.
Comment
from Deborah Olson:
Most
states in the US now have Limited Liability Corporation (LLC) statutes that
provide a great deal of flexibility. They have the limited liability features
of corporations, but not the double taxation. They provide broad flexibility
for the partners or members to create almost any type of governance they wish
in their operating agreements. However, in the US the tax benefits of ESOPs,
particularly those available in Sub Chapter S companies often overcome the
company’s desire for flexibility.
Comment
from Race Mathews (borrowed from the COG Subnational discussion):
Regarding
uses of state and federal employee ownership legislation and the replicability
of the Mondragon model. Given that one of the uses of federal systems is to
promote diversity, both federal and state employee ownership legislation may
have their place. My own experience in both spheres of government suggests to
me that the aim of legislation should be largely if not exclusively
facilitative—i.e. That government should not have a hand-on involvement in
causing individual employee ownership arrangements to be happen, but rather
should focus on seeing that an appropriate legislative framework is provided,
impediments removed, consciousness raised and information made available
and—perhaps—transparent incentives in the form of tax breaks offered on the basis
of their status as a public good. While some aspects of company and tax law may
be federal prerogatives, there is still ample scope for initiatives by state
legislatures.
The
Mondragon experience suggests that local or regional credit unions or other mutualist
financial intermediaries can have a key role in providing capital for the
establishment of ESOPs that would otherwise be harder to obtain or afford. The
use the Mondragon credit union, the Caja Laboral Popular, made of its slogan
“savings or suitcases” in mobilizing local capital for the manufacturing,
retail, financial, service and support co-operatives which now comprise the
largest business group in their region and the ninth largest in Spain should be
food for thought for all of us who share John Logue’s perception of the need
for local communities to retain some influence over how and to what extent
their affairs are shaped by globalization.
Similarly,
there is no reason why—say—a credit union or insurance mutual should not become
a provider of business support services for employee-owned firms such as those
of the Empresarial Division of the Caja Laboral Popular in the Mark I phase of
Mondragon. Given that, as much in North America as in Australia, credit unions
and insurance mutuals are struggling to regain the sort of relevance to the
lives of their members which is needed in order to keep them out of the hands
of predatory demutualisers, it may be that self-interest as much as altruism
would make such an involvement attractive to them. Moreover, as the Mondragon
experience makes plain, it might also open some interesting doors for them in
exploring a range of other possible synergies along Basque lines with
subordinate or delegated public bodies such as municipalities or regional
development authorities.
Now
that the growth of what is in effect a second Mondragon in Catalonia—the “Grup
Empresarial Cooperativ Valencia”—has finally laid to rest the myth that
Mondragon is a one-off quirk of Basque history and sociology which necessarily
cannot be replicated, it should be possible to get on with the practical task
of deriving from Mondragon such lessons as may be applicable to our own
circumstances, and in particular to the facilitation and support services which
plainly would expedite a widespread adoption of ESOPs. The antecedents of this
approach and how it might be given effect is explored in more detail in two
papers I have posted in the COG library, and my 1999 book “Jobs of Our Own:
Building a Stakeholder Society” (Sydney, Pluto Press, and London, Comerford and
Miller).
On
a related matter, for all that, as Father Greaney points out, Bellocian
distributism has been hijacked and prostituted in quarters ranging from social
credit to the crypto-fascism of Britain’s National Front, its central tenet—that
ownership should be widely distributed rather than concentrated in the hands of
wealthy minorities as under capitalism or of the state as advocated by some
socialists—is alive and well at Mondragon. If Belloc and Chesterton had lived
to see Mondragon, the evolved form of distributism that it exemplifies might
well surprise them, but it is unlikely that they would be disappointed.
While
not wanting to claim any but lay competence in the interpretation of papal
writings on Catholic social doctrine, a recent extensive reading of what Belloc
and Chesterton and their distributist associates had to say about
distributism—not least in their weekly journals of the day, the “Eye-Witness”,
the "New Witness" and “G.K.’s Weekly”—leads me to believe that their understanding
of what it meant and the measures which might be required to bring it about was
more radical and far-reaching than Father Greaney’s account perhaps implies.
That
they were not moderates is apparent, for example, from Chesterton’s “What’s Wrong
with the World”, where he writes with great force and eloquence: “The thing to
be done is nothing more or less that the distribution of the great fortunes and
the great estates. ... If we are to save property, we must distribute property
almost as sternly and sweepingly as did the French Revolution.” Does not
residual claimancy or anything else proposed by those singled out by Father
Greaney as misinterpreting Catholic social teachings—notably David Ellerman,
Shann Turnbull and Keith Wilde—pale by comparison with so sweeping an
aspiration?
Comment
from Deborah Olson elaborating on Jeff Gates “Deployment” proposal in The
Ownership Solution pp. 107-110:
Employee
Owned Unionized Temporary Work Agency
The
basic concept begins with an employee owned temporary work agency. One or more
unions, or a non-profit union friendly organization, would create, organize or
approach one or more temporary employment agencies with a proposal to create a
temporary agency with expanded benefits and reach. Its initial goal would be to
provide ongoing pension and insurance benefits to people whose services it
contracts out to various employers. It would expand its programs to meet the
needs of its members for other types of services, such as child and elder care,
and other personal services needed by members. It would look initially within
its ranks to find ways to continue to provide employment for its unemployed
members, and possibly subsidize the insurance and pension benefits when members
were serving each other in such areas as child and elder care. Hopefully these
agencies would grow into organizations providing a variety of benefits and
social interactions to help temporary workers in various aspects of their
lives. This could be an innovative role for labor building on one of its oldest
models.
There
are some examples of this in development and operation at the low and high end
of the spectrum. There is the Community Home Health Agency mentioned above, and
the LLC/ESOP employee owned technology engineering and services company
mentioned above. Both of these are primarily working on the level of employee
owned hiring hall or employment service agency. Neither has gone to the next
stage.
Now
may be the best economic moment to try something like this for temporary
workers, as their bargaining power has never been better. The initial union
role would be to negotiate contracts with the agencies for wages, working
conditions, ownership rights, and to provide multi-employer benefit plans to
which they could belong. If these agencies can be organized now, and get some
market share, they could become very significant benefit to workers and the
labor movement during the next downturn. There are a variety of legal issues to
be sorted out, but none of them seems insurmountable to me.
5.
Tax Policies for Building Equity
These
proposals would reduce the tax burden on low-asset individuals and households
trying to build equity.
5a.
Separate Labor Income and Capital Income for Income Taxation
Proposed
by Alan Zundel.
First,
employment income (wages, salaries, fees) and capital income (interest,
dividends, capital gains) should each be treated separately in individual
income tax filing, applying personal exemptions, the standard deduction, and
progressive tax rates to each type of income individually instead of both
together. Instead of paying taxes on the income from their savings and
investments at the top rate for their labor income (currently capital income
is, in effect, piled on top of labor income), they pay zero or low tax rate on capital
income until it begins to grow to some predetermined size, after which tax
rates gradually rise as the income rises. This benefits small savers and
investors in two ways: (1) helps their nest egg grow by reducing taxes on the
income from it, and (2) gives them more of an incentive to save and invest.
Second,
make dividend payments tax-deductible against corporate profits. This
eliminates the double-taxation of dividends, but with the separation of labor
and capital incomes in the income tax (as above) it primarily benefits small
savers and investors. Large capital incomes would be taxed at rates high enough
to recapture (at least some of) the loss from the corporate income tax.
5b.
Inheritance and Gift Taxes Based on Wealth of Recipient
Proposed
by Norm Kurland, derived from Louis Kelso.
The
tax rate for inheritance and gift taxes should be based on the wealth of the
recipient, not the wealth of the estate. This encourages donors to spread
equity ownership among heirs/recipients.
5c.
End Regressive Taxation
Proposed
by Alan Zundel.
In
U.S. there has been a trend towards greater reliance on regressive taxes such
as payroll taxes, sales taxes, gas and cigarette taxes, and so forth. Reversing
this trend would make it easier for low and moderate-income individuals and
households to save and to build equity.
6.
Information and Education
These
proposals are aimed either at generating more information on the degree of
concentration or diffusion of capital ownership in order to raise awareness of
the problem, or at educating people toward an ownership orientation.
6a.
Tracking Concentration of Wealth
Proposed
by Alan Zundel.
National
government agencies (e.g., in the U.S., the Federal Reserve) and an
international agency should report annually on the degree of concentration of
wealth nationally and internationally.
6b. WOK: Worker Ownership Confidence Ratio
Proposed by Richard Foley.
Publicly traded companies should report to
government and/or shareholders on the proportion of shares owned by employees
or other stakeholders.
6c.
Ownership Impact Statements
Proposed
by Shann Turnbull.
Government
agencies should perform Ownership Impact Statements in advance of significant
actions, to estimate effects on concentrating or diffusing the ownership of
wealth.
6d.
Education for Ownership
Proposed
by Alan Zundel.
Secondary
schools should teach mandatory classes in personal financial management (debt,
saving, compound interest, investing, building equity through home ownership
and retirement accounts, etc.).
6e.
Influence Academic Research Agendas
Proposed
by Shann Turnbull.
Economists
should research, study and teach about the concentration of wealth, its
institutional causes and how public policies affect it. Specifically,
economists need to learn about and teach how wealth concentration is created by
investors getting overpaid through “surplus profits” as described in his paper
‘New Strategies for Structuring Society From a Cashflow Paradigm’,
http://cog.kent.edu/lib/turnbull1/turnbull1.html
7.
Directly Subsidized Ownership
7a.
Individual Development Accounts (IDAs)
Invented
by Prof. Michael Sherraden and already being tested in a national demonstration
program.[7]
Dual
account savings plans, where an employer, non-profit organization, government
agency or other entity matches deposits made by low-asset savers. Accounts must
be used for designated purposes such as education, starting a micro-enterprise
(very small business), or down payment on first home.
7b.
Universal Savings Accounts (USAs)
Proposed
by Prof. Michael Sherraden, and supported by President Clinton in his last two
State of the Union Addresses. Similar to IDAs, government matching deposits for
low-asset citizens who start special retirement accounts.
7c.
Citizens’ Grubstakes
As
proposed by Profs. Bruce Ackerman and Anne Alstott,[8] a “grubstake” would be a one-time government
grant of $80,000 (for education, starting a business, buying a home, or
saving/investing for retirement) for each citizen when they come of age. It
would be funded by a dedicated tax, and repaid at death by those who haven’t
lost it, and eventually become self-financing. They think this would be more
politically feasible than any kind of guaranteed annual income.
As
proposed by Terry Mollner of the Calvert Social Investment Fund, “Trusteeship
Trusts” were similar in concept to Ackerman and Alstott’s “grubstake” idea, but
not dependent upon the federal government. State and local governments,
non-profits, banks, philanthropists, professional/civic organizations and/or
community groups could set up a program for any community (however defined).
All that would be required would be some seed money, including some entity
(perhaps state/local government) to guarantee a seed loan if necessary. Mollner
also believed such a program would eventually be self-financing as initial
recipients paid back their stake at death.
8.
Miscellaneous
8a.
Public pension systems converted into individual investment accounts (e.g., in
the U.S., privatizing Social Security).
8b.
Privatization of companies using employee or other stakeholder ownership.
8c.
Combine co-determination with employee ownership. (Europe)
8d.
Non-government agencies (NGOs, such as World Bank) persuade global corporations
to extend ownership. Organizations, such as the World Bank and the
International Monetary Fund, could require some percentage of employee
ownership as criteria for providing loans and other financing. An example of
this is the US Agency for International Development (AID) requirement of employee
ownership in companies to whom it provided assistance in Egypt. (There.is more
on this in the COG Transnational Employee Ownership paper.)
8e.
Companies bidding for government contracts get credit for degree of employee
ownership.
8f.
Constitutional guarantee to right of effective access to productive property.
9.Broad Ownership as Alternative to World Bank/ IMF
Structural Adjustments
Karen May, a participant in both the
Homestead and Trans-National COG discussions, asked that the following ideas
being discussed in the Trans-National discussion be reviewed by the Homestead
discussants, as a possible future focal point of COG’s policy development
efforts.
Shann
Turnbull wrote an Op.Ed. piece describing OTCs as a solution for the problems
presented by globalization. Deb Olson responded to Shann asking that he
consider proposing a broader spectrum of ownership broadening policies, in
addition to OTCs, as means of reforming globalization.
Karen
May responded to Shann’s Op.Ed. piece stating that COG should propose that the
World Bank and International Monetary Fund should require broadened ownership,
using any number of the proposals described herein, instead of the structural
adjustments they now impose on borrowers.
(To Shann Turnbull)
“If
individual countries adopt COG-recommended policies, fabulous. We should be
working in our home countries to get to that point. I have no problem with your
notion of the OTC, although I do think the message needs to be simplified. But
more importantly, who are you appealing to, and what exactly do you want them
to do? Reinvent international accounting standards? Pass domestic legislation
to incentivize the OTC? Who has the authority to institute such policies, and
what (other than pure merit--wish the world operated that way!) will appeal to
their self-interest? What is the point of leverage that will convince nations
to adopt such legislation?
GATT
and other trade agreements, the World Bank, IMF, etc. etc, now make a regular
practice out of strong-arming borrower and trading governments to change their
policies in order to reap the benefits of the multilateral agencies and
agreements--a point of leverage, with a significant degree of control over
domestic-level policies, all over the world. I am arguing that the debt-relief
discussion has achieved a broad enough recognition that we can use it as a
point of entry into the globalization debates and constituencies. The
international agencies are finally RESPONDING to the outcries of injustice, and
are even running scared. They know they need to respond--demonstrations are
scheduled for every international finance meeting for the next year. We should
not let them off the hook. And on the other side of the table, the movement
folks are not offering a pragmatic alternative. I think we need a top-down and
bottom-up approach; give the movement something real to propose--a PACKAGE of
ownership-expanding measures, and give the global decision-makers an
alternative way out.
So,
bottom line, work at home, but also work on the international bodies that may
be able to achieve change on a scale that could really impact the situation.
Shann
agreed with Karen and supported her argument for not letting the IMF/World Bank
get off the hook. “I am providing another hopefully intellectually compelling
argument for reforming their operations. The World bank should be teaching
countries how to development themselves on a self-financing self-determined
basis (i.e. teach them how to fish) rather than extracting value from them in
the form of interest and dividend payments by providing finance (i.e. giving
them fish). But before they teach them how to fish they need to show poor
countries and those like my own of how to stop overpaying foreign investors
which drains away economic values and foreign exchange.
There
are many answers to your question as to what I want people to do. The first
priority is to educate economists, politicians, citizens generally and
protestors in particular, that investors are getting overpaid. This is a simple
emotive message that should obtain a political mandate in all democracies. My
“Globalization reform” essay provides a solid intellectual explanation of how
and why investors get overpaid and so identifies a solution.
We
need to establish intellectual respectability that the current dominant form of
capitalism is inefficient, inequitable and non sustainable and we do not want
to put up it any longer. We need simple slogans to answer the protestor chants
of “What do we want?” (Stop investors getting overpaid) “When do want it?”
(Now).
We
want public policy influence leaders and political parties to compete for a
political mandate to reform capitalism and the processes of globalisation. It
is a multi-dimensional interlinked program. There are many pressure points to
develop.
When
the Australian government invited submissions last year on their approach to
the MAI initiatives at the WTO, I suggested that they introduce an alternative
initiative to establish a “world wide Community Investment Code” (CIC) as suggested
in my essay on reforming globalization. I used the word “community” as a
counter to my submissions 20 years ago suggesting a “World Corporate Code”
which has the connotations of top down authority rather than bottom up
initiatives. But what ever works is fine.”
Vic
Thorpe responded to all this by agreeing that globalization is not something
that can be stopped, but rather that citizen’s organizations must develop
strategies to deal with increased global corporate power. He provided the EO
Trans-National group with a 52 page paper he wrote for ICEM on globalization
“Facing Global Power: Strategies for Global Unionism” which will be added to
the COG library. Vic’s intent is to analyze the essential elements of the power
shifts created by globalization and seeking to address those new imbalances of
power, for which he sees worker ownership as one tool.
C. Analysis Next Steps
for COG on the Homestead Proposals
This
last discussion is highly relevant to the remainder of this paper. COG has
managed to generate a substantial variety of ideas on broadening ownership over
its initial 18 months of funded existence.These ideas are all aimed at
addressing the detrimental aspects of globalization. This same 18 months has
been an historic period, as issues of global economics and finance that were
once little known or understood by the public have become the subject of
massive, global protests.
The
next stage of our work is to sort through these proposals, along with the
evidence gathered in the other COG working groups concerning which types of
ownership broadening programs have been the most effective. We must then
analyze the global, national and sub-national political situations to determine
which policies have been most successful, which new ones seem are the most
fruitful to pursue, and the most likely to get a hearing amongst policy makers.
.
1.
Questions to ask as we create criteria to evaluate proposals
COG
received a variety of proposals on broadening ownership. Our next step is to
determine what we can and should do with them. The questions we face are:
•
Which ones are
worthy of an investment of more time and resources?
•
Which ones are
worthy of more research?
•
Which ones fit COG’s
mission?
•
Do any of them force
us to reevaluate the mission?
•
Are the people
sitting at the table the right people to make these decisions?
•
Are there certain
decisions we must make, and others that we should hold off on until we have
widened the circle of participation?
2.
COG’s Mission is
“To
create a coalition that promotes broadened ownership of productive capital, in
order to reduce inequality of income and wealth; increase sustainable economic
growth; expand opportunities for people to realize their productive and
creative potential; stabilize local communities by improving living standards;
and enhance the quality of life for all.”
3.
Differing Priorities
Two
viewpoints have emerged on which of the following is the most important in
addressing this mission:
•
Help regular folks
get more property to improve their lives, independence, and ability to
self-actualize; and
•
Help regular folks
gain control over corporate decision making to humanize corporate decisions,
tempering profit maximization with community social, economic and environmental
concerns.
These
two may or may not be related. The first is a more individualistic approach.
The second, a more collective approach. The first may be more politically
palatable to a wider audience. The second aims at making more fundamental
social change, and thus may be much more difficult to attain politically.
We
need only acknowledge these differences. We need not decide between them at
present. As we review the proposals, we should think about how this dichotomy
in viewpoints should be addressed in our work. As a pragmatist, practitioner,
idealist, and (hopefully) visionary, I (Deborah Olson) believe we should
consider pursuit of some of each. We need small successes to keep us going, and
we need large visions if we hope to make major changes.
While
we believe broadening ownership leads to COG’s mission, we do not seem to share
the same theory of governmental intervention, or necessity of redistribution to
achieve broadened ownership. In the section of discussion protocol we deal with
some of the problems this has caused and potential solutions.
4.
Criteria for evaluating ideas
Technical
Feasibility:
•
If you got it done,
would it work?
•
Would it do what it
is supposed to do, or would it have unintended consequences that would mitigate
its attractiveness?
•
What research is
necessary to determine if this is technically feasible?
Significance:
•
If it worked, how
significant would the changes be in meeting COG’s goals and objectives?
•
Does it move the
system?
-- (Big hit—large impact,
visibility)
•
-- (Small
hit—educational, nice demonstration, keeps us noticed, maintains our momentum)
•
Do smaller
initiatives build to anything significant over the long run?
•
Is it worth pursuing
various iterations of a particular idea to get it to a point of technical
feasibility if it is not now there?
Political
Feasibility:
•
What is the
likelihood of implementation?
-- What is the
scope of proposed change?
-- Whose vested interests stand in
its way?
-- Are there natural constituencies
interested in the ideas enough to spend political chips on it?
-- Can such constituencies be found?
-- What is needed to reach out to
those constituencies in terms that are understandable to them?
-- What has already been done to
promote this idea?
-- How have those efforts been
received?
-- What research is needed to
determine if this idea is politically feasible?
•
Size, scope and cost
-- Is it achievable?
-- How complex/simple is the idea?
-- Is there a champion for a
specific project/policy initiative?
" Who has the passion to implement it?
" Does COG as an organization take it on?
" Does one of COG’s partner organizations take it
on?
" Is it a joint project?
-- What context would be most
supportive to attempt implementation?
-- Where could grassroots,
political, financial and media support be marshaled?
-- What opposition would it face?
-- What would it cost? (money,
people, other resources)
-- Who would pay for it?
-- Is there a way to make it
self-sustaining?
-- What is the time frame?
-- What additional information do we
need to know to determine whether it is achievable?
•
What are the
learnings/spin-off/replication?
-- What could we learn from this
approach that we don’t know?
-- Who would be interested and why?
-- Would this approach be replicable
in other settings? How much would it cost to replicate?
•
What are the overall
strengths and weaknesses?
•
What are the
necessary next steps towards implementation?
-- What key research needs to be
done?
-- What information needs to be put
together to enlist support?
-- What key players need to be on
contacted?
5.
Shortcomings of our current process
5a.
Funding is needed for research, development and outreach. In order for policy
makers to seriously consider our ideas they need at least two prerequisites:
•
Some constituency
which thinks the policies are important; and
•
Some reputable,
academic research to show that serious, independent people have reviewed the
idea and certify that it is worthy of consideration and will not have unintended
bad consequences.
Research
Funding: It is very difficult for many practitioners and academics to take the
time for the detailed and in-depth work of this group without compensation. We
need to create an agenda of research work, obtain funding for it, and find
appropriate and qualified people to bid on the doing the research.
Outreach
Staff: We need staff whose primary function is organization and maintenance of
the network. In order to have meaningful discussion and strategic action around
these proposals, we need staff who seek out the necessary parties to review the
research, write it up in language the average person can grasp, make it
available to the leaders of appropriate constituencies, arrange meetings of
those leaders and researchers, and work at creating appropriate collaborations
with other organizations.
5b.
Discussion Protocol: Many practical people have come to the discussions and
been turned off by the efforts of a few to dominate the discussions with their
ideology.
•
Do we need to create
rules within the network to avoid that kind of badgering? Or is it more
important to keep an open discussion?
•
Can we keep serious
participants in the discussion by creating new discussion groups?
•
Do the moderators
need to exert more control over participants who violate the norms of the
group? If yes, what are these norms?
5c.
More Focused Discussions and Classes: The Homestead discussion has been rich
with citations to numerous papers. So rich, that most participants have been
unable to keep up with all the information. Following are some ideas for
creating more focus. These might require more moderators. Alternatively, we may
be able to get funding to pay some moderators if we turn a portion of this
effort into courses or symposia and offer them for college or graduate credit
through various universities. This may also enable us to get more research
done. We could:
•
Create syllabi for
specific discussions;
•
Hold discussions on
specific papers or books;
•
Create a calendar
for in-depth discussion of each of a set of the ideas we decide are worthy of
pursuit, and invite speakers to run on-line symposia on these topics;
•
Set up a listserv
for each book or article being discussed with a moderator whose job it would be
to summarize the discussion periodically for the general Homestead or COGall
list;
•
Set up classes on
specific topics;
•
Create academic
competitions to write papers on topics we feel need greater research;
•
Ask our existing
participants to provide us with research proposals on topics we are already
discussing for submission together as part of the overall COG program.
D. Conclusions
•
Appendices A—E
(below) list the research and outreach projects and priorities discussed at the
COG meeting in Chicago on April 14 –15, 2000. Based on our discussion with
Lance Lindblom at the Ford Foundation outlining portion of this which interests
Ford, we have made a proposal to Ford to support the core COG network
activities. We will need to seek funding for all other specific projects from
other funders.
•
We have asked all
COG participants to respond to these proposals regarding any and all items
listed in the Appendices below on which they are interested in working and any
sources of funding or other resources they believe may be available to pursue
them.
•
We are seeking
funding to hold live strategy meetings to review the proposals and findings of
the COG discussion groups, with policy makers and with a broad group of
constituency groups.
•
We want to expand
the network on a wholesale basis to include a broader range of participant
organizations. We want to differentiate the discussion groups, allowing fuller
and more focused discussions to develop more thoroughly individual proposals
and ideas which attract significant interest.
Appendix A. Defining and
obtaining necessary research and analysis
•
In conjunction with
network participants, we have determined the following research priorities:
-- Collect and commission research on the effects
of ownership on all manner of social outcomes including – incomes, patterns on
poverty, employment, education, democracy, environmental awareness and impact,
the economic status of women and children and minority communities, health,
family cohesion, birthrate, employment, voting behavior, income allocation, etc.
For example, we might build on the State of Washington study, which could be
replicated or expanded in Maine or Vancouver. We could also design a prototype
of the type of ownership impact analysis (similar to environmental impact
studies) governments could mandate as part of their requirements for loans or
investment of their funds;
-- Finish the compilation of laws and regulations
on employee ownership globally, and analyze which ones have had the greatest
impact on fostering broadened ownership, and related economic and social
impacts;
-- Study the revenue implications for governments
of tax policies to encourage ownership as a substitute for redistribution and
an incentive to greater productivity.
•
We want to hold an
international conference of practitioners and researchers, using the final
papers from our initial project providing a broad survey showing what exists
and the policy ideas we have collected. We want these practitioners and
researchers to review and critique the policy papers we created and help with
the strategic planning for next steps around them, including development of
follow-up research, demonstration projects or policy implementation. This
conference can be organized and take place within 12 months of funding.
-- Some other research and
development discussion topics include these:
"David Erdal, Executive Director of Ownership
Limited in the UK who has done comparative research on social impacts of
co-operative ownership in two similar towns in Italy. We join his interest in
seeing similar work done elsewhere.
-- David Erdal, Shann Turnbull of Australia, David
Ellerman of the World Bank, Victor Thorpe of the International Chemical Workers
Federation of Unions (ICEM), and Lynn Williams, former President of the United
Steelworkers of America, have all responded very positively to this outline of
COG’s future work.
-- Thorpe and Williams are considering running a
labor discussion group on employee ownership policy and strategy on the COG web
site.
-- Turnbull and Ellerman will be significant
participants in our newest web based discussion group on Stakeholder
Governance. We hope that group will help flesh out some of the work both have
done in this area, enabling COG participants to create concrete policy
proposals and demonstration projects from it.
-- Marjorie Kelly of Business Ethics plans to use
the Homestead discussion report as the basis for a major portion of her
September 2000 issue and to do a press release and media campaign around it.
She also asked about the creation of an employee ownership mutual fund or mini
stock exchange. This idea has been discussed within employee ownership circles
for several years. We hope to generate a COG discussion on this topic with
several of the practitioners who have tried to develop this idea. There have
been stumbling blocks, but further discussion may well create a path for new
developments in this area.
-- Keith Wilde, an economist for the Canadian
Pension System, wrote a summary of COG’s work to date for circulation within
the Canadian government.
Appendix B. Developing
Policy Proposals
•
The best use and
obvious next steps for the 5 papers created by COG thus far is to:
-- perform the strategic analysis proposed at the
end of the Homestead paper to focus on the best of the ideas proposed therein
and to develop an in-depth research, writing, communication and demonstration
project agenda to provide policy makers with the case for those ideas;
-- commission research on additional facts needed
to create policy proposals;
-- identify champions and develop research they
identify as necessary to move forward.
•
Investigate and
debate the pros and cons of direct vs. trusteed ownership as used in our other
proposals. Employee ownership (as organized in many different forms and
countries) is trusteed. The fiduciary obligations of trusteeship have profound
implications regarding how employee owners can and cannot use their economic
power for non-economic purposes. Direct ownership can be atomized and
ineffective and is easily subject to corruption. These issues must be reviewed
and considered carefully as policy proposals are developed.
•
Do a systematic
examination of the various employee ownership structures that have been
presented during the COG discussions. These models include the American ESOP
model; the British “common ownership” model (e.g., Scott Bader); the Mondragon
cooperative model with internal accounts (popularized in the US by the
Industrial Cooperative Association); individual employee share ownership like
that generally used in privatization in the United Kingdom and Russia;
broad-based stock options, stock appreciation rights and phantom stock plans
which mirror the change in value of the underlying stock without actual
ownership (though they may become ownership); hybrid models which combine two
or more of the above; and new models using limited liability corporations,
etc..
•
Given the rapid
growth of broad-based stock options extending to most or all employees of the
firm (rather than just management) in the United States and the controversy
swirling around them in the Department of Labor, a policy paper may be useful
on how to modify legal and accounting practices to avoid abuse and to make them
a more reliable form of employee ownership and wealth creation.
Appendix C. Developing
Implementation Strategies
•
Run focus groups to
vet the ideas with local and national policy makers to improve their practical
appeal.
•
Hold a major
invitation-only policy conference in Washington, DC in 24 months to present
research results and policy ideas and to obtain feedback on the political
feasibility of the policy proposals.
•
Develop more precise
models, including projected economic impact, of SQPQ, OTC’s, grubstakes, and
other ideas developed in the Homestead discussion for discussion with policy
makers.
•
Find or organize
focus groups of local, regional and national policy makers to review new policy
proposals generated by the Homestead discussion as well as those existing
examples compiled via the sub-national and national papers. Present data on how
the existing policies have worked, including the impact research, and get
feedback on the political feasibility of promising new and existing proposals.
•
Organize one or more
high-level policy conference(s) reporting on the policy proposals and the
outcomes of the social and economic research on the effects of broad ownership.
Hire a consulting firm with the necessary contacts to ensure that high level
folks come to the conference and are properly briefed.
Appendix D. Foster
demonstration projects
An
important function of our network is bringing together like-minded people, with
diverse or convergent expertise and needs, and to facilitate their joint work.
Their joint endeavors may include research, policy development or organization
of demonstration projects. COG needs staff resources to co-ordinate these
activities and to help them find resources.
Examples
include:
•
We’d like to find
financial and technical resources for a project to help an existing community
economic education center in Mexico develop its ability to serve as a
Mondragon-like co-operative business incubator.
•
Participants from
British Columbia and Maine are interested in pursuing the Stock Quid Pro Quo
for government largesse (SQPQ) proposals with policy makers.
•
The council for
Hometown Jobs and Growth is interested in working with us to design and
implement a community and/or consumer trust for a company with which they are
working, to serve as a model similar to the Shann Turnbull proposal of
Ownership Transfer Corporations (OTCs).
•
Organize a graduate
school of management focusing on employee owned and participative firms. Given
the national dispersal of potential students for this program, we would explore
the possibility of running on-line courses (a non-profit version of the
University of Phoenix) together with having the courses held in a “brick and
mortar” institution.
•
Other examples of
network assistance includes: helping people from the following countries share
policy ideas which are likely to be implemented: We provided Swedish labor
venture fund information to Chileans, Canadian labor venture fund legislation
to Swedes, Irish employee ownership legislation to the Swedes, and provided
Australian labor organizations information about Canadian facilities owned by
related owners.
•
We organized the
April 14-15 COG meeting in Chicago where the participants met one another and
worked on policy and research papers together. There were participants from
Mexico, Canada, Singapore and the US. With travel funds, we would have
participation from very active and useful participants from Australia, India,
Europe and likely others. We have several foundations that may be interested in
helping us bring participants together for meetings to discuss research, policy
proposals and experiments.
Appendix E. Disseminating
research results, policy
proposals and information
on demonstration projects
•
Develop a
multi-media educational outreach effort to get the idea that broad ownership is
a fundamental component of global economic democracy onto the radar screen of
the national and international media and policy makers
•
Publish our papers
as a book.
•
Get summaries of our
research results and policy ideas published in policy and popular publications.
•
Use the Internet to
disseminate the short versions of our papers to constituency groups.
•
Develop a speakers
bureau and send our staff to speak at conferences and events.
•
Create press
packages with research results and examples of demonstration projects and
provide them to the press and influential policy writers and policy makers.
•
Develop contacts
with television and movie media and, such as The Working Group and Hedrick
Smith Productions, to provide contents such as ownership stories for
dramatization or as news features. (There is a lot of drama involved in saving
a small town with an employee buyout, etc.)
•
Partner w/ “Yes”
magazine and “Business Ethics”—Business Ethics is about to feature the outcome
of our Homestead discussion in its September 2000 issue.
•
Create content for
public access TV.
•
Forward the
“Uprovisa” video to PBS and cable.
•
Develop media
slogan, PR strategy and simple description of the COG mission. Some ideas
generated on this subject at our Chicago conference included:
-- formulate ideas to appeal to the values of
those in power;
-- consider the different strategies of Singapore
vs. Brazil – D. Korten’s books;
-- use focus groups to frame the message;
-- consider framing the issue as
" “right to vote” in corporations as corporations
become the new world powers; or
" “seduced by wealth vs. up-close ownership” or
" the values of Singapore – performance, growth,
productivity and speed vs. the needs
of democracy
" ownership is power, when combined with knowledge
of long term self-interest
•
Develop a video
lending library of employee ownership stories, such as those of Mondragon,
Uprovisa, Sharpsville Quality Products, Algoma Steel in Canada, Scott-Bader,
etc. Get permission to distribute these and distribute them widely with texts
to explain how these examples are relevant as examples of what might be more
general solutions to the problem of maintaining communities in a global
economy.
•
Hire a blue ribbon
panel to provide political feasibility analysis to proposals generated by COG
and publicize the outcome. Invite the blue ribbon panel to the high-level
policy conference.
•
Become a publisher
of both scholarly and popular publications on ownership policy and practices,
and their economic and social impacts. Develop distribution channels, in all
media, for these ideas and data.
•
Take over an
existing policy journal and focus it on our issues.
•
In conjunction with
(or following the model of) NCEO develop relationships with researchers where
they do the technical research and publish in academic journals and we get the
right to first publication in all non-technical media.
•
Work with EFES, NCEO
and GEO on their global employee ownership database project, to the extent that
COG as a non-profit entities is able to participate.
[1]“Comments” sections in this paper are not necessarily in the words of the commentator, all have been edited and some have been paraphrased.
[2] Shann Turnbull, Democratizing the wealth of nations (Sydney, Australia: The Company Directors Association of Australia Limited, 1975); C.S. Shann Turnbull, "Another America," in Mainstreet Capitalism: Essays on Broadening Share Ownership in America and Britain, ed. Stuart M. Speiser (New York: New Horizons Press of the Council on International and Public Affairs, 1988), pp.107-122; C.S. Shann Turnbull, "Socialising Capitalism," in Equitable Capitalism: Promoting Economic Opportunity Through Broader Capital Ownership, ed. Stuart M. Speiser (New York: New Horizons Press, 1991), pp 97-113.
[3] Most co-operative fail because they use unitary boards. A condition precedent for sustain ability is a division of power internally to create internal political markets for control rather than through the stock market as explained by Shann Turnbull in his article ‘The competitive advantages of stakeholder mutuals’, refer to COG virtual library http://cog.kent.edu/lib/Turnbull7/StkMut.htm. The control and incentive architecture of Mondragón firms was custom designed according to the nature of both their activities and their principal stakeholders. The resulting unique control arrangements and outstanding performance supports the hypothesis that the structure of governance is a determinant of sustainable competitive advantages. See P. Bernstein, Workplace democratization: Its internal dynamics (New Brunswick, New Jersey: Transaction Books, 1980); also to P. Bernstein, Guidelines for the design of economic feedback systems (Washington, DC: Office of Technical Assistance, Economic Development Administration, US. Department of Commerce, October 1978).
[4] This is a slightly edited version of the proposal contributed by Itil Asmon.
[5] Norman G. Kurland, "Beyond ESOP: Steps toward tax justice," in Curing World Poverty: The New Role of Property, ed. John H. Miller (St. Louis, Missouri: Social Justice Review in collaboration with the Center for Economic and Social Justice, 1994), pp. 151-181.
[6] Robert Ashford and Rodney Shakespeare, Binary Economics: The New Paradigm (New York: University Press of America, 1999).
[7] Michael Sherraden, Assets and the Poor: A New American Welfare Policy (Armonk, NY: M.E. Sharpe, Inc., 1991); Michael Sherraden et al, Saving Patterns in IDA Programs (St. Louis: Center for Social Development of George Warren Brown School of Social Work, Washington Univ. in St. Louis, Jan. 2000).
[8] Bruce Ackerman and Anne Alstott, The Stakeholder Society (New Haven: Yale Univ. Press, 1999).