Employee ownership can mean many things, ranging from a few executives owning stock in their companies to the ownership of a company by most or all of its employees. Employees can become owners stock by purchasing shares directly, by being given a grant of shares or options to buy shares, by being given equity rights that translate into the value of shares (such as phantom stock or stock appreciation rights), through worker cooperatives, or by the ownership of shares through some kind of employee trust. Various kinds of employee ownership come with varying rights to a governance role in the company. Options, phantom stock, stock appreciation rights and similar plans carry no governance rights; direct shares purchases and worker cooperatives almost always do; ownership through employee trusts sometimes do.
There are a variety of mechanisms for employee ownership:
- Direct purchase plans simply allow employees to buy shares in the company with their own, usually after-tax, money. In the U.S. and several foreign countries, there are special tax-qualified plans, however, that allow employees to buy stock either at a discount or with matching shares from the company. For instance, in the U.S., employees can put aside after-tax pay over some period of time (typically 6-12 months) then use the accumulated funds to buy shares at up to a 15% discount at either the price at the time of purchase or the time when they started putting aside the money, whichever is lower. In the U.K. employee purchases can be matched directly by the company.
- In the U.S., the most important kind of employee ownership is an ESOP (employee stock ownership plan), a kind of employee benefit plan under U.S. retirement law. ESOPs were given a specific statutory framework in 1974. Like other tax-qualified deferred compensation plans, they must not discriminate in their operations in favor of highly compensated employees, officers, or owners. In an ESOP, a company sets up an employee benefit trust, which it funds by contributing cash to buy company stock, contributing shares directly, or having the trust borrow money to buy stock, with the company making contributions to the plan to enable it to repay the loan. Generally, at least all full-time employees with a year or more of service are in the plan.
- Stock options give employees the right to buy a number of shares at a price fixed at grant for a defined number of years into the future. Options, and all the plans listed below, can be given to any employee under whatever rules the company creates, with limited exceptions in various countries.
- Restricted stock and its close relative restricted stock units give employees the right to acquire or receive shares, by gift or purchase, once certain restrictions, such as working a certain number of years or meeting a performance target, are met.
- Phantom stock pays a future cash bonus equal to the value of a certain number of shares.
- Stock appreciation rights provide the right to the increase in the value of a designated number of shares, usually paid in cash but occasionally settled in shares (this is called a “stock–settled” SAR).
- Worker cooperatives are very different from the above mechanisms. They require members to join. Each worker-member buy a membership interest at a fixed price, or buys a share. Only workers can be members, but cooperative can hire non-worker owners. Each member gets one vote.
The tax rules for employee ownership vary widely from country to country. Only a few, most notably the U.S. Ireland, and the UK, have significant tax laws to encourage broad-based employee ownership .
Employee ownership appears to increase production and profitability, and improve employees' dedication and sense of ownership.Rosen, C., Case, J., Staubus, M., (2005) Equity: Why Employee Ownership Is Good for America, Harvard Business School Press. The key variable in making it work is a high degree of involvement in work-level decisions (employee teams, instance). Involvement in governance has no consistent effect, and some have argued that democratic leadership can lead to slow decision-making. Employee stock ownership can increase the employees financial risk if the company does poorly., but the data from ESOPs in the U.S. show that ESOP participants have three times the total retirement assets (including 401(k) plans) as comparable employees in non-ESOP companies and have diversified holdings at least as large .
Notable employee-owned corporations include the John Lewis Partnership retailers in the UK, and the United States the 150,000 employee supermarket chain Publix Supermarkets. The most celebrated (and studied) case of a multinational corporation based wholly on worker-ownership principles is the Mondragon Cooperative Corporation. Unlike in the United States, however, Spanish law requires that members of the Mondragon Corporation are registered as self-employed. This differentiates co-operative ownership (in which self-employed owner-members each have one voting share, or shares are controlled by a co-operative legal entity) from employee ownership (where ownership is typically held as a block of shares on behalf of employees using an Employee Benefit Trust, or company rules embed mechanisms for distributing shares to employees and ensuring they remain majority shareholders).
Different forms of employee ownership, and the principles that underlie them, are strongly associated with the emergence of an international social enterprise movement. Key agents of employee ownership, such as Co-operatives UK and the Employee Ownership Association (EOA), play an active role in promoting employee ownership as a de facto standard for the development of social enterprises.
Most features of employee-owned corporations described in this article are not specific to any one nation. The information on taxation and stock trading refers to United States law and may differ elsewhere.
Benefits to employees Edit
There are several rationales for employee-owned corporations in the U.S. First, there are substantial tax benefits for employee ownership companies. Employee stock ownership plans (ESOPs) are set up by companies as a kind of employee benefit trust. An ESOP is a type of employee benefit plan designed to invest primarily in employer stock. To establish an ESOP, a firm sets up a trust and makes tax-deductible contributions to it. All full-time employees with a year or more of service are normally included. The ESOP can be funded through tax-deductible corporate contributions to the ESOP. Discretionary annual cash contributions are deductible for up to 55% of the pay of plan participants and are used to buy shares from selling owners. Alternatively, the ESOP can borrow money to buy shares, with the company making tax-deductible contributions to the plan to enable it to repay the loan. Contributions to repay principal are deductible for up to 25% of the payroll of plan participants; interest is always deductible. Dividends can be paid to the ESOP to increase this amount over 25%. Sellers to an ESOP in a closely held company can defer taxation on the proceeds by reinvesting in other securities. In S corporations, to the extent the ESOP owns shares, that percentage of the company's profits are not taxed: 100% ESOPs pay no federal income tax, but the profit distribution to the participants is taxed, just as in any S-corporation.Template:Citation needed Employees do not pay taxes on the contributions until they receive a distribution from the plan when they leave the company; even then they can roll the amount over into an IRA.
Stock acquired by the ESOP is allocated to accounts for individual employees based on relative pay or some more equal formula. Accounts vest over time, usually following one of two formulas: in the first, vesting starts at two years and completes at six; in the second, participants become 100% vested after four years. When employees leave the company, they receive their vested ESOP shares, which the company or the ESOP buys back at an appraised fair market value. ESOP participants must be allowed to vote their allocated shares at least on major issues, such as closing or selling the company, but are not required to be able to vote on other issues, such as choosing the board.
Employees also can acquire stock through grants of stock options, the right to buy shares at a price set today for a defined number of years into the future. There are no special tax benefits associated with most forms of stock options, however. Employees can also become owners by purchasing shares in a stock purchase program, usually at a discount, by buying stock in their 401(k) savings plans, or by companies making matches of company stock to employee deferrals into these plans. Stock in 401(k) plans can be bought with pretax income, while company contributions are tax-deductible.
Altogether, there are about 11,500 ESOPs covering 11 million employees, almost all in closely held companies. The other forms of ownership generally occur in public companies, and another estimated 15 million employees participate in one or more of these plans (see data from the National Center for Employee Ownership).
Disadvantages to employeesEdit
Diversification has been cited as an issue, and there are examples to support this belief. Employees at companies such as Enron and WorldCom lost much of their retirement savings by over-investing in company stock in their 401(k) plans, though these specific companies were not employee-owned. Studies in Massachusetts, Ohio, and Washington state, however, show that, on average, employees participating in the main form of employee ownership, employee stock ownership plans (ESOPs), have considerably more in retirement assets than comparable employees in non-ESOP firms. The most comprehensive of the studies, a report on all ESOP firms in Washington state, found that the retirement assets were about three times as great, and the diversified portion of employee retirement plans was about the same as the total retirement assets of comparable employees in equivalent non-ESOP firms. Wages in ESOP firms were also 5% to 12% higher. National data from Joseph Blasi and Douglas Kruse at Rutgers shows that ESOP companies are more successful than comparable firms and, perhaps as a result, were more likely to offer additional diversified retirement plans alongside their ESOPs. The data is also available at www.nceo.org.
Employee ownership in 401(k) plans, however, is more problematic. About 17% of total 401(k) assets are invested in company stock—more in those companies that offer it as an option (although many do not). This may be an excessive concentration in a plan specifically meant to be for retirement security. In contrast, it may not be a serious problem for an ESOP or other options, which are meant as wealth building tools, preferably to exist alongside other plans. Detailed data on 401(k) plan investments are available at www.ebri.org, the home page of the Employee Benefits Research Institute.
Accounting for ESOPsEdit
ESOPs in the U.S. are not subject to the accounting rules for stock option plans and other equity instruments. ESOPs in the U.S. are a specific kind of plan set up by U.S. law. The term "ESOP" is often used generically for employee ownership, especially in India, where it refers to employee stock option plans. That can cause a great deal of confusion and readers should be aware of just how the term is used. In the U.S., ESOP companies take a compensation charge for contributions to the ESOP when they are made.
Stock Options and Related Plans Edit
Stock options and similar plans (stock appreciation rights, phantom stock, and restricted stock, primarily) are common in most industrial and some developing countries. Only in the U.S., however, is there a widespread practice of sharing this kind of ownership broadly with employees, mostly (but not entirely) in the technology sector (Whole Foods and Starbucks also do this, for instance). The National Center for Employee Ownership estimates over 13 million employees are in these broad-based plans in the U.S. However, the largest value of holdings of these assets remains with executives, and in other countries, these plans are rarely granted broadly.
- ↑ National Center for Employee Ownership, Employee Ownership for Multinational Companies, 2010
- ↑ Paton, R. (1989) Reluctant Entrepreneurs, London: Sage Publications.
- ↑ Gates, J. (1998) The Ownership Solution, London: Penguin.
- ↑ Blais, J., Freeman, R., Kruse, D. (2010), Shared Capitalism and Work However, NBER Publications.
- ↑ Cornforth, C. (1988) Developing Successful Worker Co-ops, London: Sage Publications.
- ↑ National Center for Employee Ownership, 2010, Research on Employee Ownership, Corporate Performance, and Employee Compensation, NCEO web site (www.nceo.org)
- ↑ Whyte, W. F. and Whyte, K. K. (1991) Making Mondragon, New York: ILR Press/Itchaca.
- ↑ Ridley-Duff, R. J. (2009) "Cooperative Social Enterprises: Company Rules, Access to Finance and Management Practice”, Social Enterprise Journal, 5(1), forthcoming.
- ↑ Erdal, D. (2008) Local Heroes: How Loch Fyne Oysters Embraced Employee Ownership and Business Success, London: Viking.
- ↑ Ridley-Duff, R. J. (2007) “Communitarian Perspectives on Social Enterprise”, Corporate Governance: An International Review, 15(2):382-392.
- ↑ Ridley-Duff, R. J. (2008) “Social Enterprise as a Socially Rational Business”,International Journal of Entrepreneurial Behaviour and Research, 14(5):291-312.
- ↑ Rodrick, S. S. (2005) Leveraged ESOPs and Employee Buyouts (Fifth Edition), Oakland, CA: The National Center for Employee Ownership.
- Rosen, Corey, Understanding ESOPs, National Center for Employee Ownership, Oakland, CA, 2010, www.nceo.org
- Curl, John (2009) For All The People: Uncovering the Hidden History of Cooperation, Cooperative Movements, and Communalism in America, PM Press, ISBN 978-1-60486-072-6
- Stumpff, A. (2009) Fifty Years of Utopia: The Weird History of the Employee Stock Ownership Plan, 62 Tax Lawyer 419 (Georgetown University Law School/American Bar Association)