EOT Announcement in Budget and why it probably doesn’t mean much for Employee Ownership

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Hello ESOP Community,

The government has proposed legislation regarding employee ownership trusts (EOTs) in the 2023 budget. Any talk about ESOPs in Canada is extremely positive and will bring great awareness to Employee Ownership in general.

The government has provided some detail compared to what they said in 2021 and 2022 and announced implementation of EOTs by January, 2024.

Unfortunately, while this could provide an additional mechanism for how to structure a Plan in certain limited circumstances, the proposed EOT has really missed the mark and the government does not seem to have listened to the recommendations given to create more Employee Ownership. These limited circumstances for its use would be a business that is steady, has stable cash available, not growing much, and the owner has no other exit options. As it is described now, there doesn’t seem to be much incentive, tax or otherwise, to create the Plan through the EOT. In the end, the employees do not actually own the shares, employees become beneficiaries of the EOT which owns the shares. The employees are only entitled to dividends while they are employed, therefore it is perhaps more like an employee benefit trust rather than an EOT.

The EOT doesn’t take away the mechanisms that have previously been used. There are many alternatives to achieve employee ownership that we have worked with (share equity purchase plans, stock option plans, and phantom plans (or EVOPs)) and now EOT is another mechanism. Which mechanism to use depends on the goals of the owner and the company. Since every company and owner is different, our process is geared toward identifying those goals from the outset to create a foundation to then drive how the plan is strategically designed.

We are hopeful that the government still has time to harness the opportunity to make amendments, and create a very meaningful and valuable structure that will be attractive to 1. business owners looking to exit and 2. employees who participate.

We will continue to monitor and provide updates as new information becomes available.

Here is an excerpt from the 2023 Budget:

Employee Ownership Trusts

An Employee Ownership Trust (EOT) is a form of employee ownership where a trust holds shares of a corporation for the benefit of the corporation’s employees. EOTs can be used to facilitate the purchase of a business by its employees, without requiring them to pay directly to acquire shares.

For business owners, an EOT provides an additional option for succession planning. Budget 2023 proposes new rules to facilitate the use of EOTs to acquire and hold shares of a business. The new rules would define qualifying conditions to be an EOT and propose changes to tax rules to facilitate the establishment of EOTs. These changes would extend the capital gains reserve to ten years for qualifying sales to an EOT, create an exception to the current shareholder loan rule, and exempt EOTs from the 21-year deemed disposition rule that applies to certain trusts.

Qualifying Conditions 

The following subsections describe the qualifying conditions and general rules that would apply to EOTs. Additional restrictions may be included, as necessary, to protect the integrity of the tax system. Definitions A trust would be considered an EOT if it is a Canadian resident trust (excluding deemed resident trusts) and has only two purposes.

First, it would hold shares of qualifying businesses for the benefit of the employee beneficiaries of the trust. Second, it would make distributions to employee beneficiaries, where reasonable, under a distribution formula that could only consider an employee’s length of service, remuneration, and hours worked. Otherwise, all beneficiaries must generally be treated in a similar manner.

An EOT would be required to hold a controlling interest in the shares of one or more qualifying businesses. All or substantially all of an EOT’s assets must be shares of qualifying businesses. A qualifying business would need to meet certain conditions, including that all or substantially all of the fair market value of its assets are attributable to assets used in an active business carried on in Canada. An EOT would not be permitted to allocate shares of qualifying businesses to individual beneficiaries. A qualifying business must not carry on its business as a partner to a partnership.
PDF Tax Measures:
Budget 2023 – Tax Measures: Supplementary Information

Full Budget webpage:
Budget 2023: A Made-in-Canada Plan: Strong Middle Class, Affordable Economy, Healthy Future

EOTs: Are Employee Ownership Trusts right for Canada?

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Originally published Jan 2023. Updated March 31, 2023

Employee Ownership Design Models in Canada

Overall, there are a couple of ways to achieve “Employee Ownership” in Canada. EOTs could be an added design parameter to achieve Employee Ownership depending on the goals the owner would like the plan to achieve.

  1. Employee Share Ownership Plan (ESOP)
  2. Worker Co-op

The main difference between these two is that votes are equal in a co-op whereas in an ESOP votes are dependent on the shareholders’ type of share (voting or non-voting) and how many shares they own. 

In Canada, we consider an ESOP the umbrella term, but there are different types of plans under an ESOP that achieve slightly different goals. 

  1. Equity Plan
  1. Stock Option Plan
  1. EVOP™️ (Phantom)

Employees become shareholders through share purchase

An option is granted to employees to purchase shares in the future at a pre-set price

No ownership is transferred. Employees become unitholders. It’s like a “super bonus program”

1. Equity Plan

The owner or company sells shares to employees. This could be set up as a purchase plan using cash, payroll deductions, bonuses, loans, dividend reinvestment to name a few. The Canadian federal government has announced an Employee Ownership Trust (EOT) coming to Canada (see our special bulletin). This could be another way business owners can design an employee share ownership plan to help facilitate succession and exit planning. The two most quoted models using EOTs are in the US and the UK, the US also has specific ESOP legislation. The recommendations for Canadian EOTs was to model components of structures in these two countries. A purchase plan is the most common plan design that our clients implement for the reasons below. If you are considering implementing some form of employee ownership, identifying your goals is the first step. All of the ESOPs we have helped design and implement have not been created with EOTs (since there is no legislation for it) and have had success especially for Small and Medium Sized Enterprises (SMEs), which are privately owned. 

Pros:

  • Creates the maximum ownership mentality when employees purchase shares. This doesn’t have to be a high financial commitment. Most clients have a minimum purchase requirement of $1,000 to $2,000 per year if the employee chooses to participate (this could be as low as $20 per pay cheque).
  • Employees understand how the company’s value increases and have more visibility on the relationship between their individual day-to-day responsibilities and the bottom line.
  • It is fairly straightforward administratively
  • Can be broad-based for all employees and new ones
  • Provides cash liquidity to founders/owners or keeps cash in the company for operational use
  • Employees may be able to use the lifetime capital gains exemption (LCGE) which is about $971,000 in 2023 and is an excellent long-term wealth creator
  • If legislation is created for an EOT that is similar to US and UK, potential for the owner to transition a significant portion of ownership through a trust to employees with tax benefits

Cons

  • Need for annual valuation (a formula can be used for up to 3 years, then the valuator should review and complete a new valuation)
  • Continuing communication and disclosure is needed to support the ownership culture created
  • In a purchase plan, perhaps not all employees are financially able to participate to the same extent as other. In the US and UK the EOT owns the shares on behalf of the employees and the employees don’t pay anything for the shares. 
  • A certain level of financial disclosure is needed and not every owner is comfortable with that. The level of disclosure can be minimized in certain circumstances.
  • Unmanaged expectations from employees can impact the success of the plan
  • If legislation is created for an EOT that is similar to US and UK, it could be very costly and could restrict flexibility to design a plan that meets the owner’s goals

2. Stock Option Plan

Employees receive options to purchase shares at some future date at a set price. This is typically used to incentivize and motivate senior management and executives to create greater company value or in a start-up  to attract employees to work in a high growth company with the expectation that there will be a sale or IPO in the future. 

Pros

  • No risk to the employees, they don’t own the shares until the future. If the value has increased they would buy the shares at the pre-set lower price, and if the value hasn’t increased they don’t have to purchase the shares.
  • Focuses employees motivation on the growth of company value
  • Is fairly straightforward administratively
  • Can be used to attract and retain employees
  • No financial disclosure is required to option holders
  • No loss of control until the shares are purchased which might not be for up to 10 years

Cons

  • Need annual valuation of options as Generally Accepted Accounting principles (GAAP) require annual expensing of share options
  • Less able to achieve an ownership mentality because employees have not made a financial investment, no skin in the game.
  • Employees cannot access the LCGE until they trigger their options and have owned shares for 2 years
  • Provides no cash to the Owners

3. Phantom Plan

We call these Equity Value Ownership Plans (EVOP™️) since trying to communicate a phantom is…tricky…These create more of a “super bonus plan” since employees don’t become shareholders, but unitholders. It is more than a bonus or profit-sharing program because the units can go up and down in value as the value of the company increases or decreases (like a share would).

Pros 

  • No financial disclosure
  • No loss of control of the company
  • Can be broad based to all employees
  • Can be converted to actual share equity in the future
  • Can be used to repay owner’s shareholder loan to the company, potential tax-free

Cons

  • When units are “redeemed”, employee must take value as income and pay the appropriate taxes
  • Employee cannot access the capital gains exemption, nor any capital gains treatment
  • Need for annual valuation (a formula can be used for up to 3 years, then the valuator should review and complete a new valuation)
  • An owner cannot use proceeds as a capital gain 
  • Doesn’t actively create an ownership mentality

Employee Ownership Trusts

It is important to understand how the EOTs are structured in the US and UK to help determine if it might be the right design for your company if implemented in Canada.

For example, in the UK, the owner must sell a controlling stake to the EOT. The trust then owes that owner the value of the shares and over time, profits pay down the debt and payouts to employees (new owners).

With ESOPs in the US, a trust is established to purchase the shares from a founder (see this NCEO article describing how ESOPs work in the US). The company contributes funds to the trust or a loan can be acquired from a financial institution to buy the equity. The trust owns the shares and over time profits pay the loan (principal and interest) and allocate equity to the employees via the trust.

In the US and UK, legislated structures provide substantial tax benefits to the exiting owner and can create great ownership mentality. They are quite complex and costly to set up, and can be restrictive. Because of this, many small to mid-sized companies find that other models align better with their goals.

We can see some useful data from the NCEO here.

Unfortunately, while this could provide an additional mechanism for how to structure a Plan in certain limited circumstances, the proposed EOT has really missed the mark and the government does not seem to have listened to the recommendations given to create more Employee Ownership. These limited circumstances for its use would be a business that is steady, has stable cash available, not growing much, and the owner has no other exit options. As it is described now, there doesn’t seem to be much incentive, tax or otherwise, to create the Plan through the EOT. In the end, the employees do not actually own the shares, employees become beneficiaries of the EOT which owns the shares. The employees are only entitled to dividends while they are employed. It is perhaps more like an employee benefit trust rather than an EOT.

Our advice to the government would be:

  • Ensure that the legislation does not benefit the founder/selling owner at the expense of the employees
  • Allow the founder/selling owner to designate the percentage ownership to be transferred
  • Incentivize owners to sell to employees rather than an international competitor or PE
  • Allow employees to access preferred tax treatment
  • Make it as simple as possible to structure
  • Avoid restricting the design parameters too much

So, are EOTs right for Canada? In the right circumstances some owners could see a use for them. As we’ve said, the owner should first define the goals they want an ESOP to achieve and then strategically design the parameters using the options above based on those goals.

Resources for interested parties:

ESOP Association Canada

2023 Employee Ownership Conference – May 11-12 in Edmonton AB

Learn more

Roundtable Session (for members only) – meet and openly discuss with reps from ESOP 

companies, ESOP experts, lawyers, business valuators, ESOP tax experts, etc.

Register

ESOP Design, Communication, Education and Implementation

Complete the Feasibility Study to see if an ESOP can be right for your company now

Follow us: LinkedIn Twitter Facebook Instagram YouTube

NCEO – US ESOP Info and cultural testimonials

https://www.esopinfo.org/

 

 

 

 

 

 

By Joanna Phillips, CHRL, CVB, Vice President, ESOP Builders

5 questions business owners ask about ESOPs in Canada

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  1. What are the tax benefits to owners and employees? 

    When setting up an ESOP in Canada it is important to know there are no federal laws that govern ESOPs specifically. ESOPs are set up following securities legislation and The Income Tax Act of Canada. However, a major consideration to designing a plan is the tax treatment to employee shareholders. Plans can be designed so that employees of a Canadian Controlled Private Corporation (CCPC) who become shareholders would not be subject to tax when getting the shares and can access capital gains tax treatment when the shares are sold (50% of the gain is taken into income and taxed at an individual’s marginal tax rate, the rest is not taxed). They would potentially also be able to access the Lifetime Capital Gains Exemption or LCGE, which is over $900,000 in 2022. This would mean all gains made on sale would be tax free.

  2. Does it have to be offered to everyone in the company?

    Eligibility can generally be categorized as a broad-based plan or strategic-person plan (a.k.a. key-person plan). The intent of a broad-based plan is to allow the majority of employees to be eligible, however there is a qualifying or waiting period that the employee has to be employed for before becoming eligible. That period can range from 3 months to 5 years, but usually is 1 or 2 years. A strategic person plan is meant only for specified employees or those in a certain position and above. A company with a hierarchical structure may indicate that only those in a manager position, or above are eligible, while smaller companies with less hierarchy, might have the owner identify individuals who they feel contribute most directly to the success of the company. The latter example is less common as it is difficult to communicate eligibility in a fair manner since it is very subject to the owner’s thought process.

  3. How do I make sure it is fair?

    There are many considerations when it comes to perceived fairness. Generally, they all boil down to one thing; communication. Designing a plan in a participatory way has been shown to lead to greater success (the ESOP achieves its goals). A participatory approach just means that you are not only considering the technical requirements (legal and tax) but also the cultural elements. It is important to think about what questions employees are going to have; how does it benefit them as individuals and what are the risks. Defining all the design parameters, including ones that won’t be in a shareholder’s agreement, like eligibility, share allocation, and purchase methodology, clearly with input from potential participants creates the conditions for a successful launch and sustainable ESOP. Many people are unsure and concerned that employees with more money than others will be able to own more of the company. Having a specific and transparent allocation methodology addresses the issue of fairness because it is easy to communicate, and everyone knows what criteria is considered and to what extent. When designing the plan, companies will usually come up with a formula that includes 1 to 4 criteria, such as tenure, position, salary and/or performance. Many companies prefer to make sure that the number of shares an employee owns is related to level of responsibility and impact they have on success of the company, rather than how much money someone has.

  4. Can it be offered to non-employees such as independent contractors?

    Independent contractors can participate in an ESOP. However, according to securities legislation, there is a rule that non-employees are considered investors and if the company has more than 50 non-employee shareholders, it may need to meet additional requirements such as issuing a financial prospectus. Employees are exempt form this rule. Out of ESOP Builders clients, owners who desired to include independent contractors are in the minority.

  5.  How do I get my money out?

    Owners typically want their ESOP to achieve multiple goals. One of those goals is often an exit plan. Owners should, but don’t always, think of 3 things when it comes to planning for their exit. How to get their money out, how the company will run without them (or succession planning), and how to maintain their legacy. An exit doesn’t necessarily mean selling 100% of the company. A recent client of ESOP Builders set it up to achieve his exit and sell 50% of the company (his shares) in 10 years. When one of the goals is to exit, the owner should define their timeframe. The most convenient way to get their money out is to sell their shares directly to the employees rather than issuing new shares and diluting the owner’s ownership. Many companies might start off with a five-year time frame and plan to sell 10 to 20 percent in that timeframe, however consideration needs to be given to what employees can realistically acquire.  This is why defining the exit timeframe is important and having multiple financing methodologies (cash, payroll deduction, loans, use of bonuses, etc.) can help.

By Joanna Phillips, CHRL, CVB, Vice President

Employee ownership interest is surging

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July 18, 2022: FriesenPress announces ESOPs in Canada now a bestseller as many search for employee ownership information in Canada.

More and more business owners are reading about Employee Share Ownership Plans or ESOPs. ESOPs can be a smart way to sell your company and a great way to attract the best employees. Owners and professional advisers are turning to the practical guide, ESOPs in Canada, to learn more about how to sell to employees successfully and employee ownership in general.

Interest in employee ownership got a boost in February when Budget 2022 stated that the federal government plans, “to create the Employee Ownership Trust—a new, dedicated type of trust under the Income Tax Act to support employee ownership.” Back in 2021, the federal government began engaging stakeholders about barriers to creating these trusts. The government now needs to finalize the new tax rules.

Perry Phillips, co-author of ESOPs in Canada: How to Implement an Employee Share Ownership Plan to Grow and Exit Your Business with Your Legacy Intact, says,

“Employee ownership is a solution to some of the biggest challenges facing the Canadian economy. Baby boomers are exiting their businesses. Companies need to attract talented people who can help them become innovative and productive. ESOPs make that possible.”

Learn more about ESOPs in Canada or Buy Now
CONTACT Joanna Phillips, Vice President, ESOP Builders Inc.
PHONE 647.881.8532
EMAIL joanna@esopbuilders.com

How mini markets maintain a participative culture in an ESOP

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Whether it be for a down payment or university tuition of a dependant we all run into larger than life expenses from time to time. When it comes to an ESOP, a mini market can often help deal with these issues. In an established ESOP the Plan Administrator (typically the Board) has the discretion to create in the future an internal market for share trading where ESOP shares may be bought and sold. This is referred to as the Mini market.

If implemented, it would be open to employees who own ESOP shares. Trades would be administered by the Company in order to facilitate the buying and selling of shares. The share trading price will be the annual share value, the FMV as calculated by the most recent valuation. The details of the structure would be provided at the time of implementation.

In a survey EBI conducted, 80% of the respondents utilize mini markets in their ESOP.

Of those, 90% offer the mini market annually. Most found their mini markets to be moderately successful in terms of what their employees wanted. Many saw their employees wanting to buy and sell multiple times a year and others found there were too few shares to produce liquidity in the mini market. These responses were collected in 2018. Like many aspects of the ESOP the mini market requires participation to be successful. Utilizing the mini market allows employees to buy and sell as they need, within the specified timeframe of course. Mini markets don’t have to be an annual event either; it can be at the discretion of the board or the participatory engagement of the employees. Your mini market can be when you decide based on demand and your comfort level. The mini market is designed to allow some liquidity for employees as well as an opportunity to increase their investment in the Company (subject to any caps).

The mini market furthers a participative culture by involving the employees in the process of buying and selling and the excitement that creates. It also raises to employees the importance of investing in their futures, which is ultimately in line with the growth of the company (appreciation in share value). It creates an atmosphere of ownership that can only come from owning shares. Further the sale of the shares to other employees (not the company) by way of the mini market may make the shares eligible for the Long Term Capital Gains Exemption (LCGE) making the sale gains tax free to the employees.

By Colleen Johe, Employee Ownership Specialist & Perry Phillips, President 

Canadian ESOP design and implementation in the works

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What an interesting spring it has been, we’ve seen Employee Ownership Trusts (EOTs) development proposals in the budget, in the news, and have been very busy in our offices. In June’s newsletter, we thought we’d share with you a current clients’ Canadian ESOP design and implementation.

ESOP Client in the works: We currently have a client in the construction industry with about 100 employees in stage two of our two-stage participatory design and implementation process. This client came to us last year and filled out our feasibility survey online. Upon completing the feasibility review and initial meetings with the client we were able to begin the stage one process to assess if an ESOP would be feasible at this point in time. The goals of this ESOP are very straightforward and were articulated by the Owner in our stage 1 review:

  1. Engage employees across the organization to be more consciously aware of the “Big Picture” at the Company.

  2. Enhance the commitment and motivation of the team.

  3. Create a long-term, flexible exit and succession plan for the current Owners.

  4. Retain the people who drive the success of the company.

  5. Attract qualified and entrepreneurial talent.

During stage one, we performed a total of 10 owner/employee interviews and 51 employee questionnaires. These interviews and questionnaires allowed us to gain insight into both the employees’ and owners’ understanding of ESOPs and what participation would look like for this potential ESOP. Our client provided us with all requested documentation regarding the company’s structure and current financial situation and our analysis began. Utilizing the information, we then prepared a Feasibility and Recommendations Report that outlined the unique plan design for this company. We met with the client to review any questions they had regarding the report and our general conclusion. Finding that an ESOP was feasible and after reviewing the recommendations with the client, we were then headed into Stage two of our design and implementation model based on our recommendations – a broad-based equity plan.

Stage two began with an owner survey to gather data on how the owner was leaning on certain decisions such as launch date, financial disclosure, eligibility, purchase methods, etc. These responses were used to prepare the preliminary ESOP design documents, the ESOP Blueprint. Next was the formation of the client’s ESOP team. We like to start these team sessions with an Ownership Thinking exercise to get everyone in the mentality of what it means to be an owner within the ESOP. The purpose of the ESOP Team is to create the conditions for a participatory design approach. Our meeting progressed with a full review of the ESOP Blueprint which is the document from which the Employee Shareholder Agreement will be based on.

Some of the design elements in the ESOP Blueprint that the ESOP Team provides input on before it is finalized are:

  • Eligibility (broad-based or key-person plan, what is the waiting period)

  • Allocation (how shares are allocated to eligible employees)

  • Purchase methods (payroll deduction, shares as part of a bonus, loans, etc.)

  • Minimarket (participants can sell or buy during a brief internal market)

  • Buy-out (what happens to shares when someone leaves)

  • Tax implications (using a trust to buy shares of departing employees so that employees of a CCPC can access the capital gains exemption)

  • Risks (liquidity, market, tax, etc.)

Currently, there is a general ESOP info session being scheduled, a valuation is being conducted, tax reviews are underway, legal documents are being drafted, and communicated materials are being created. The final launch is scheduled for October 2022 where employees will receive an information package containing an intro letter from the President, the ESOP Blueprint, all legal documents, tax summary, share allocation letter, and FAQs. They will then have about a month to review the information and make their decision to participate. Finally, we would run the CORE4ESOP survey, which is a performance analysis tool to help support the success of the ESOP.

In 2023, we will provide a client update to hear how their ESOP launch went.

Learn more about Canadian ESOP design by completing the feasibility survey, joining our newsletter, attending one of our events, and following us on social media (ESOP Builders on LinkedIn, Twitter, Facebook, and YouTube).

By Joanna Phillips, CHRL, CVB, Vice President & Colleen Johe, Employee Ownership Specialist

Predictability in your ESOP

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Social psychologists say that the root of organizational trust is predictability. Surprise is the opposite of predictability, and although it is impossible to eliminate surprises, company leaders should make it their personal goal to never be the source of an unnecessary surprise. Companies can reduce surprises and be more predictable in a number of ways, all of which have the impact of increasing levels of trust.

Communication cycles: Many employee-owned companies communicate in a series of interlocking cycles. They send weekly (or daily) email updates about the state of the company. They have monthly department meetings, quarterly newsletters, and annual shareholder meetings. They have elections every July for their employee committee, a guess-the-stock-price contest every May, and a state of the company address from the CEO every February! The information itself is useful, but maybe even more important, these cycles become expected, and when people’s expectations are met, trust builds.

Open-book management: The better people understand the business, the less likely they are to be surprised. Teaching business literacy and sharing key financial information not only makes people feel like insiders and helps them manage their day-to-day decisions, it also lets them better see the road ahead.

Anticipate problems: What does a business downturn look like and what can we expect in response? Some ESOP companies have built themselves business contingency plans. Such a plan could describe, for example, a “stage 1” downturn in terms of a specific threshold of revenues, EBITDA, projects “in the pipeline,” or product development. The contingency plan, if business is soft, will let people know what needs to happen to the numbers to get out of stage 1, and the warning signs that the business may be approaching a “stage 2” downturn, or worse. One of our clients called their contingency plan “What happens if Ted gets hit by a bus?”, Ted being the founder and president and the main source of revenue. 

An ESOP alone creates conditions for success, however the routine communication practices are one of the important components of a successful plan because it builds trust.

By Joanna Phillips, CHRL, CVB, Vice President, and Perry Phillips CPA, CA, CBV, President

ESOP Town Halls go virtual

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At ESOP Builders, we know there is value in doing things face to face, however certain circumstances require conducting business virtually. And why not conduct more and more business virtually? It’s almost more challenging to not conduct work virtually since there is motivation to do so in the form of COVID restricting in person contact, and ease or convenience to do it in the form of user-friendly technology.

As our previous ESOP clients will know, a key step in our implementation process is to have a Town Hall with employees to describe and explain the program, as well as educate and answer questions. Recently, however clients in the middle of the implementation process in March 2020 were suddenly thrown a completely unexpected curve-ball. One client moved forward with their ESOP, although delayed, and conducted our first ever virtual Town Hall. This client had moved all company meetings to virtual and said that overall it went well, but they found the need to significantly reduce meeting durations because people just can’t pay attention on a screen for that long. We worked with them to cut down the content from a 1-2 hour session to 30 minutes (including time for questions). However, the management team also did informal communication to ensure everyone understood the program, pushing to get everyone to ask questions, which was key when having such a short minute meeting for something that does require more. Also a key part of the Town Hall was having a detailed and straight forward employee info package for employees to review and contemplate after hearing about the plan during the Town Hall.  This is something we always provide, but it is particularly useful when dealing in a virtual environment.

This particular client experienced a 60% and 70% participation rate (they implemented ESOPs in two different companies) which is excellent given the norm is 60-75%. Under the circumstances we revised our expectations to around 50% participation, therefore we are very pleased with the result and commend the company for making it happen!

Fortunately, technology made it easy to adapt and work through a different way of doing things.

By Joanna Phillips, CHRL, CVB, Vice President

An economic crisis could be the right time to start an ESOP

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While many businesses deferred thinking about implementing a shared ownership plan back in April, now may just be the right time to start taking action. Businesses have adapted and started to see the beginning signs of operations picking up again.

There are around 7,000 ESOPs in the US according to Mary Joseph’s article in Forbes (2020). A Deloitte (2018) found that about three quarters of publicly traded companies offer ESPPs (Employee Stock Purchase Plan). However, we want to see Canadian plans continue to rise. A plan can be set up many ways driven by the goals of the owner, the company, and the participants.

Joseph outlined some reasons why an ESOP should be implemented. In this blog we will use her concepts to similarly highlight some reasons but from a Canadian perspective.

  1. Company Performance – The most compelling purpose for a time like this is that ESOPs outperform non esop companies during tough times. This is seen in studies comparing companies’ sales, profits, hiring activities, etc. For example, the researchers at the Institute for the Study of Employee Ownership and Profit Sharing at Rutgers University found that ESOP companies grew sales during 2008-09 11.1% while non-employee-owned companies grew by just 0.61%.
  2. An Ownership Mindset – Employees are also owners and they have a different mindset toward their company and how it works compared to non-employee owners. Think about a renter of a building versus an owner. Employees think about things like their paycheck, Fridays, time off, or the “me mentality”. Owners think of things like sales, profit, expenses, clients, company projects, cash flow, etc. or the “us mentality”. Employee owners understand the bigger picture and are likely to find ways to boost sales and/or cut costs more so than if they were not an owner. When the company does well, everyone individually does well too. As a customer would you prefer to deal with the owner or someone who doesn’t have that level of stake in the company’s success? Usually the owner will be the one giving the best service. When all your employees are also owners client satisfaction soars. Research from the NCEO shows that employees at ESOP companies are less likely to be laid off. Recent research from Rutgers University (2018) also indicates that retirement accounts of employees at ESOP companies are significantly greater than those at non-ESOP companies.
  3. Successful Exit for the Founding Owner – It makes sense for the founding owner because sale to a third party is only successful about 50% of the time. Selling to your employees on the other hand has an 80% success rate. Why is this you may wonder? For a small or medium sized private Canadian company, third party offers may be hard to come by, and when they do they may not meet the expectations of the owner in terms of what the company is worth and what will happen to the company once the deal is done. Many of our clients want to share the success that their employees have helped create and continue the legacy of their business. The employees are already invested by way of the time and effort they have committed over the years, they are more likely to want to see the business succeed. Not to mention they already know their jobs, know how the company works, and know the clients. Additionally, the owner doesn’t have to share extensive financial and confidential information with a third party. The fact that it is also a lucrative and effective way for an owner to exit is an added bonus.
  4. Flexible Transition – Control can still rest with the founding owner until such time that they are ready to fully transition controlling ownership. Employee owners are not typically provided a seat on the board until they hold a significant ownership percentage. See our last blog post which talks about participation and what that can look like.

Overall, it is a win for all, the founding owners, the employees, and the economy. An added bonus is that it can support democracy by strengthening the wealth of the middle class without government intervention.

By Joanna Phillips, CHRL, CVB, Vice President, and Perry Phillips CPA, CA, CBV, President

The magic ingredient for creating a successful ESOP

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ESOPs, participative management

Employee ownership works. It makes companies, on average, better, faster, and stronger. The typical employee-owner stays with his or her company longer, and many of them come up with the kinds of creative ideas that can push expenses lower than managers thought possible, or that open up new lines of business. Overall, the statistics show that, on average, everyone comes out ahead with employee ownership.

Not surprisingly, some companies do far better than their peers, and some employee-owned businesses do not get any performance benefit at all, or may even do worse. 

What separates the companies that outperform from the ones that underperform?

A successful ESOP requires open communication. The Plan itself creates the conditions for company success, however strong communication and participation make the plan successful long-term in order to experience the benefits everyone expects. 

Employee ownership

Studies have shown that participative ESOPs that are fully and clearly communicated enhance employee engagement (rather than their desire to control the company) leading to high productivity, increased profits, and increased wealth for all. 

If people are going to think and act like owners, they need a basic level of understanding of the plan through which they have that ownership. Here are some of the methods our clients have used to communicate an understanding of their ESOP to their employee-owners.

Hold meetings: Bring everyone together in large groups to announce the ESOP and to cover some of the most common questions about the plan. Do not go into great detail just yet. 

Set up a peer-to-peer training group to further communicate the ESOP in small groups. People can be elected or invited to join a training group and given the time and resources to create a training program. The most successful groups have the active support of the CFO, who can make sure that they have accurate information and can answer all of the group’s questions. These communication groups may even talk with similar committees at other companies so they can share PowerPoint slides, handouts, and agenda items.

Have written materials: Provide information about the ESOP in written format for the people who need to see things in black and white. Employees’ spouses can read them as well.

Let the ESOP sell itself: Most employee ownership plans are good deals for the employees. If they trust the information they receive, rather than suspecting it of being sugar-coating or emphasizing only the positive, they will likely come to their own conclusion that the plan is a good thing. 

Target “just in time” information: People learn best when the learning is digestible and repeated. Young employees who have just joined the company do not need to know all the details about the timeline on which they will be paid out when they leave the company, but they probably do want to know the eligibility rules.

Share stories: Not much is as persuasive to human beings as stories. Talk about people who have retired from your company with substantial value in their ESOP accounts, or, if your plan is newer, use examples from other employee-owned companies. Tell the story of why your company became employee-owned. What were the other options? Why did the company choose employee-ownership over those other options?

Use statistics: Some people prefer to see the numbers, so don’t hesitate to show them research—but only the highlights– on the implications of employee ownership for employee-owners, your company and ultimately the community. Good sources of data, even though most are from American companies, are the National Center for Employee Ownership (NCEO), the ESOP Association (US) and the ESOP Association Canada.

Every new ESOP requires Participation to be successful

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As ESOP Experts we write about participation a lot when it comes to ESOPs. Our whole design and implementation methodology is based around a participative approach, and that’s no coincidence. But what does participation look like? Does it always mean representation on the Board of Directors?

Where a goal of the ESOP is an overhaul or integration of the company’s corporate culture, a significant factor could be whether or not employee-owners should have a right to representation on the board of directors. In a unionized company the unions usually require that representation, if they are to look at an ESOP as a means of supplementing wage concessions. Because ESOPs are put into place as a means to allow employees to participate in the value growth of the company, there is a tendency to develop the right of the employee-owners to representation on the board of directors. This is generally done over time as the shares owned by employees becomes about 40% or greater. Studies in the United States have shown that a majority of companies, after five or six years of operating the ESOP, tend to appoint employees to the board, as all stakeholders begin to understand and respect the issues that are involved in running the corporation, and trust each other to do what is best for the growth of the company.

One of our clients decided that board representation was important to their company culture. They decided that one board member would come from among the employee-owners and would have a term of three years. To select this board member, the employee-owners voted for one of three candidates chosen by the founding owners. 

A successful ESOP is flexible and adapts with the changing needs of the growing company. In this way the level of participation can change as the plan grows and employee-owners show greater understanding of what is involved in running an organization.

By Joanna Phillips, CHRL, CVB, Vice President, and Perry Phillips CPA, CA, CBV, President

You have an ESOP; now what?

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You have an ESOP; now what? ESOPs in Canada

Putting in place a new plan, any plan, is always only the first step; it never runs itself. ESOPs are no different. It is not a set it and forget it tool.
The ESOP transaction is over and has been well received; now the cultural transformation begins. The initial euphoria provides momentum for the work ahead, but how do you harness it into meaningful actions? Employees may be hesitant and uncertain about how to go about this. It is up to the board of directors and/or the leadership individual(s) to channel this new entrepreneurial energy and focus it on the goals of the corporation. The goal for the ESOP team is to instill a participative culture where the new employee-owners start to act and think like owners. The four areas of interaction with its employees are ownership, participation, training, and information. A challenge for companies transitioning to a true ESOP culture is how to communicate it in a meaningful way. There are many types of corporate information to be shared, including strategic, tactical, and investments. However, the one most commonly shared is company financial information. Some of our clients wonder, so be reassured: specific personal information about salaries is never disclosed.
The continuum of sharing of financial information stretches from sharing NO financial information to FULL transparency based on financial statements. In practice what does this look like? One of our clients decided to share quarterly and year-end financial statements with all employee-owners. To do this, they held town hall meetings quarterly, with highlights of company performance, and annually on a more expansive basis. Those attending were advised that the proceedings were to be kept confidential. At the annual meetings, summarized, condensed financial results were shown on the screen as the presenter explained them and answered employees’ questions. No personal identifying information was shown, no printed material was made, and no electronic material was distributed. However it allowed the new employee-owners to participate at a higher level than pre-ESOP and communicated important information in a way that employee-owners could make a meaningful connection to the results of their day to day work.

By Joanna Phillips CHRL, CVB, Vice President and Perry Phillips, CPA, CA, CBV, President

A Long Time ESOP Company is Becoming 100% Employee Owned

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Back in 2011 EBI watched with interest as EllisDon, a long-time ESOP company, took the recession in stride as one of Canada’s Top 100 Employers for 2012. In The Globe and Mail article, the firm’s vice-president of leadership and entrepreneurial development shared that in the previous year, 84 percent of employees who were offered shares accepted, an increase from the usual rate of around 70% — because they believed in the ESOP and the company. Our president, Perry Phillips, told the Globe and Mail “the employees who are engaged as owners will now do whatever it takes to get that company through tough times. I’ve seen this constantly. A lot of companies survive downturns and come back up very quickly because they’re still around, thanks to their employees.” 

We can expect the same resilience from ESOP companies today as we all get back to work. Finally.

Now, 9 years later in the midst of a global crisis, Canada’s EllisDon announced recently that a final agreement was executed under which 100 per cent of the company’s equity will be transferred to the company’s employees.

Electrical Business Magazine reported that the majority shareholder, Smith family shareholders, have signed off on an agreement to allow the company to be 100 percent employee-owned over a specified period of time.

The company’s Board of Directors chair, Gerald Slemko, the Smith family, and representation from EllisDon’s shareholder employees were the parties driving this agreement forward. EllisDon will continue to be governed by an independent Board of Directors.

“EllisDon’s share structure and independent governance will ensure that we continue to strive together for complete fairness in equity of ownership across all employees, both present and future,” said CEO Geoff Smith. “Shares will continue to be offered to employees every year and loans will still be offered on an interest-free basis. Shares will always be purchased and sold at book value, ensuring the ability of every employee shareholder to participate fully in the share value created while they are at EllisDon, and then to pass that opportunity on to future employees.”

 

By Joanna Phillips, CHRL, CVB, Vice President, ESOP Builders Inc.

 

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The Case for an ESOP as an Attraction and Retention Tool

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The shut-down of the economy has lasted for almost 2 months and businesses are either facing negative impacts from the COVID-19 crisis, along with most Canadian businesses, or are among the minority of businesses experiencing positive impacts.

It’s likely that very difficult business decisions have had to be made to ensure your company’s existence through the crisis. Part of the challenge is having to lay off valued employees, and maintain a positive culture.

Although things are still changing rapidly, business owners are likely considering long-term impacts on the company’s ability to retain their employees, but also to attract top talent once the crisis is behind us. The many reasons why owners turn to an ESOP (Employee Share Ownership Plan) include to exit the business, to establish a succession plan, and especially to attract and retain the top talent in the industry. In some sectors ESOPs are de rigueur and companies cannot be without one. Rather than turning away from investing in your business growth now, this may be exactly the right time to take opportunities to work on your business rather than simply in it.

As your company grows and time goes on, your workforce demographics naturally become younger. It certainly seems that ESOPs appeal greatly to Millennial workers who are looking for something more out of their companies. More studies are confirming this as more millennials enter the workforce. Every business owner knows how much time it can take to put together the “perfect” team. Additionally, employees overall are not staying in one job, or one company, for long compared to in the past. For these reasons, an ESOP can be a very strategic and valuable tool to attract and retain your team which you have invested in and worked hard to establish. Many studies of ESOPs in the US conducted by the NCEO indicate that ESOP companies have a greater resilience for staying in business through economic downturns. While the current crisis is unprecedented, these studies do suggest companies who have a participative ESOP will be more likely to come out of the crisis and emerge in a relatively strong position.

In ESOP Builders’ ESOPs as an Attraction and Retention Tool (November 2019) survey of Canadian ESOP companies 75 percent of respondents indicated their ESOP offers an edge on the competition to attract and retain talent. Therefore, it is likely that taking these steps will set your company up for success against your competition by ensuring you have the team to bounce back incredibly strong once the country experiences a positive shift in the economy.

By Joanna Phillips, CHRL, CVB, Vice President, ESOP Builders Inc.

Shared Resources for the ESOP Community

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Our April 2020 survey gathered responses from ESOP companies across Canada to help understand their strategies undertaken to manage operations as an ESOP during the COVIC-19 crisis.  The survey summary is illustrated below. 

Employee Share Ownership Plans & Capitalism

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Louis Kelso is the founding father of the modern ESOP movement. He was a merchant banker who believed deeply in democracy. His fear was that if the economy continued along its current path it would result in 10% of the people owning 90% of the wealth of the country which would destroy the middle class and result in the total demise of democracy.

“Kelso long believed that he had not originated a new economic theory but simply discovered a vital fact that the classical economists had somehow overlooked. This fact was the key to understanding why the private property, free market economy was notoriously unstable, pursuing a roller coaster course of exhilarating highs and terrifying descents into economic and financial collapse.

This missing fact, which Kelso had uncovered over years of intensive reading, research and thought, drastically modifies the classical paradigm which has dominated formal economics since Adam Smith. It concerns the effect of technological change on the distributive dynamics of a private property, free market economy. Technological change, Kelso concluded, makes tools, machines, structures and processes ever more productive while leaving human productivity largely unchanged. The result is that primary distribution through the free market economy (whose distributive principle is “to each according to his production”) delivers progressively more market-sourced income to capital owners and progressively less to workers who make their contributions through labor.” (Wikipedia)

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The Philosophy that allows ESOPs (Employee Share Ownership Plans) to create incredibly successful companies.

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First is the philosophy of personal wealth creation. Employees are motivated by financial gain and ESOPs deliver wealth.

Second is the philosophy of cultural engagement on a personal basis. The Theory of Group Wisdom holds that groups are more successful over individuals due not to the intellect of each person but due to the social interaction of the group. ESOPs create the conditions of group success through a participative culture of engagement.

The combination of personal wealth creation and social interaction create a synergy that few non-ESOP companies can match. The results are ESOP companies with higher productivity, higher profitability, more innovation, and wealthier employees.

By Perry Phillips, President and Founder of ESOP Builders Inc.

Learn more about the 2018 Canadian Employee Ownership Conference in Edmonton, AB – June 4-6.

ESOP Owners

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Over 20 years we have had the honour of meeting many business owners who wanted to implement an ESOP for their company.  We have also interviewed thousands of employees of these companies on their desire to become owners.

In our opinion there are two types of owners.  The first we call Founding Owners.  These are people who start a business where none existed before.  They have an idea, a passion, and a skill which they believe will be wanted by clients and customers.  Then they risk everything to start the business.  Many go without salary, raising funds from family and friends and putting up their own assets as collateral for bank funds.  The highest risk for a business is the first 5 years as most start ups fail during this period.  But this risk does not deter Founding Owners.  

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