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Timeline of Significant Events in ESOP Development


This is a timeline of significant events in the development of Employee Stock Ownership Plans (ESOPs) as a financial instrument, as well as some of the key personalities involved in developing the basic concepts, laws and organizations related to ESOPs.


1913 – Economist Louis O. Kelso is born in Denver, CO.

1921 – Stock Bonus Plans are first defined in the Revenue Act of 1921, which also includes significant tax reductions.

1956 – Peninsula Newspapers, Inc., approaches Louis Kelso to develop a succession plan. Co-owners, both in their 80s, seek retirement without selling the company. Employee ownership is their desired option, but employees lack the capital to purchase the company. This leads Kelso to suggest borrowing through the company's IRS tax-qualified profit-sharing plan, which allows the loan to be paid off with before-tax dollars. Kelso dubs his innovation the "second income plan."[1]

1958 – Expanding the employee ownership concept, Louis Kelso creates the world's first Consumer Stock Ownership Plan (CSOP), a trust that provides equity shares to consumers. The SCOP allows a group of dairy farmers in California's Central Valley to become customer/owners of Valley Nitrogen Producers. [2]

1958 - Louis Kelso and Mortimer Adler co-author The Capitalist Manifesto. The book presents the economic and moral case for employee ownership, arguing that a) wealth disparity is a negative force in society; b) most workers are excluded from ownership and prosperity, as they can only rely on their paychecks and have no way to acquire capital; c) with technological advances, capital will continue to become more productive, labor will find itself at an ever-greater disadvantage, and inequality will continually increase; and d) the working class can acquire an ownership stake in the economy with borrowed capital. Kelso calls this the "second income" principle.[3]

1959-60 – Future tax attorney Roland Attenborough attends UC Berkeley as an undergraduate. Impressed by the ideas in The Capitalist Manifesto, he begins a correspondence with Kelso, inviting him to speak in front of various student organizations. Attenborough and Kelso would later form a partnership to develop the "second income" idea into a practical business instrument.[4]

1961 – Kelso and Adler's second book, The New Capitalists, is published by Random House. The book expands and develops their ideas for "capitalist democracy," proposing a number of methods to broaden the base of capital holders. The authors propose a regulatory and legal framework that would allow the average worker to borrow insured bank loans as investment capital. [5]

1964 – The IRS relaxes its rules for benefits plan sponsors. Previously, plan and trust documents could only be submitted for approval at the IRS National Office; under the new rules, regional offices are empowered to issue approvals, as well. This greatly simplifies the process of setting up ESOP benefits plans.[1]

1967 - Kelso and Patricia Hetter publish a third book on "capitalist democracy:" "Two-Factor Theory: The Economics of Reality." (Originally published under the title "How to Turn Eighty Million Workers Into Capitalists on Borrowed Money.") The book restates Kelso's thesis concerning productivity and broad access to capital, and discusses a number of policy suggestions, such as requirements for corporations to make monthly pay-outs of their entire pre-tax income to shareholders, which would then be taxed as ordinary income rather than capital gains. [6]

1969 – Roland Attenborough becomes an associate at Louis Kelso's law firm Kelso, Cotton, Seligman and Ray. The firm is in the process of structuring the first "classical" leveraged ESOP, for Sullair Corporation of Michigan City, Indiana. Attenborough does significant work on the transaction plan document, and writes the trust agreement for the plan.[4]

1971 – Harold Bangert, an investment banking client of Kelso's, coins the term "ESOP." While Kelso prefers to call his financial instruments "second income plan," Bangert prevails and ESOP becomes the accepted term.[4]

1971 – Bangert and Kelso form Kelso Bangert & Company, a merchant bank firm that specializes in leveraged buyouts, growth capital transactions and recapitalizations. ESOPs are frequently used as a financial tool. The company survives to the present day, under the name Kelso & Company. [7]

1973 – The Employee Retirement Income Security Act (ERISA) is scheduled for a Congressional vote. The original version of the law prohibits any kind of lending within qualified retirement plans, effectively making leveraged ESOPs illegal. Kelso is introduced to Russell B. Long (D-LA), head of the Senate Finance Committee and "arguably the most powerful member of the Senate"[8] at the time. Long sees merit in the ESOP concept and becomes a supporter, helping introduce language into ERISA that defines ESOPs and preserves their tax-advantaged status. In the words of Corey Rosen, a Senate Small Business Committee staffer in 1975-80 and later founder of the National Center for Employee Ownership (NCEO), "There'd be no ESOPs without Russell Long."[8]

1974 - ERISA passes in Congress. The law contains requirements for companies with defined benefit plans to keep enough cash reserves to fund repurchase when employees retire.[9] It's the first law to put a reference to ESOPs in the Internal Revenue Code (IRC); due to the fact that ERISA included extensive regulations prohibiting borrowing in context of defined benefit plans, Sen. Long's ESOP provisions took the form of an exception to these regulations. To this day, much of the ESOP framework is defined in the prohibited transaction section of the IRC: § 4975. [4]

1975 – Jared Kaplan writes the first article on the new ESOP rules, titled "ESOP's Fable: A Tale of Tax Planning Pitfalls and Opportunities Associated with Employee Stock Ownership Plans Complete with a Choice of Morals." The article sees light in the December 1975 issue of TAXES magazine.[10]

1976 – Dickson Buxton and Joe Schuchert found Private Capital Corporation.

1977 – Robert Smiley Jr. and Richard Acheson found the ESOP Council of America.

1977 – The Department of Labor attempts to introduce rules that would "kill" ESOPs. Dickson Buxton contacts his friend, Senator Robert Packwood (R-OR), who tells him that many senators oppose the new rules and recommends rallying ESOP companies to lobby against them.[9] This leads Buxton, Harry Orchard, and a number of representatives of ESOP companies to form the National Association of ESOP Companies in San Francisco. Initial funding is provided by three CEOs of ESOP companies, who also become the first board and executive committee of the Association: Joe Dee of Brooks Cameras, Bob Pittman of Superior Cable, and Bill Hart of Pacific Paperboard Products. [11]: p.6  Two years later, the organization merges with the ESOP Council of America to form the ESOP Association.[11]: p.7 

1978 – Dennis Long founds Benefit Consultants Inc., later known as BCI Group.[12]

1978 – The Revenue Act of 1978 puts new ESOP rules on the books, creating IRC Section 409A which regulates nonqualified deferred compensation: § 409A. This section defines which benefit plans can qualify as a "tax credit ESOP."

1978 – Buxton's Private Capital Corporation acquires Kelso & Company.

1979 – The National Association of ESOP Companies and the ESOP Council of America merge and form the ESOP Association.

1979 – The auto maker Chrysler is on the verge of bankruptcy, and chairman Lee Iacocca approaches Congress for an emergency bailout credit. Congress passes the Chrysler Corporation Loan Guarantee Act of 1979 and saves the company; one condition of the emergency credit line is that an ESOP be set up that benefits at least 90% of eligible employees, and totals no less than $162.5 million dollars in contributions over four years. (Public Law 96-185, Section 1866)

1983 - Carl Icahn attempts a hostile takeover of Danville, Virginia textile company Dan River Mills (now known as Dan River Inc). The company fights off the attempt with a plan devised by ESOP consultant Merri Ash, where excess funds from the company's defined benefit pension plan are used to sell a 70% controlling stake in the company to an employee-owned ESOP.[13][14]: p.401 

1989 - Chairman of the House Ways & Means Committee Dan Rostenkowski makes a revenue reconciliation proposal (H.R. 2572) that would repeal the interest exclusion for ESOP loans, which permitted the lender to avoid paying taxes on 50% of the interest received for an ESOP loan.[15][16] Rostenkowski's proposal estimates the action to bring over $10 billion in revenue in the 1990-94 fiscal years. [17] Due to intensive lobbying by the ESOP Association, the tax benefits remain on the books, but with a number of restrictions adopted in the Omnibus Budget Reconciliation Act of 1989. (101st Congress (1989-1990) H.R.3299.ENR, Section 7301-7304)

1991 – Louis Kelso dies at 77 in San Francisco, CA.

2003 – Benefit Consultants Inc. is sold to Principal Financial Group.

2009 – Dennis Long retires from Principal Financial Group.

2011 – Corey Rosen retires as Executive Director at the National Center for Employee Ownership, succeeded by Loren Rodgers.


References

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  1. ^ a b Menke, John (2010). "The Origin and History of the ESOP and Its Future Role as a Business Succession Tool".
  2. ^ Kelso, Louis O. (1986). Democracy and Economic Power: Extending the Employee Stock Ownership Plan Revolution. Harper Business. p. 59-70. ISBN 978-0887301155. {{cite book}}: Unknown parameter |coauthors= ignored (|author= suggested) (help)
  3. ^ Kelso, Louis O. (1958). The Capitalist Manifesto. Random House. p. 286. ASIN B007T3U182. {{cite book}}: Unknown parameter |coauthors= ignored (|author= suggested) (help)
  4. ^ a b c d ESOP Marketplace. "Interview with Roland Attenborough".
  5. ^ Kelso, Louis O. (1975). The New Capitalists. Random House (Greenwood Press Reprint facsimile). p. 109. ISBN 978-0837182117. {{cite book}}: Unknown parameter |coauthors= ignored (|author= suggested) (help)
  6. ^ Kelso, Louis O. (1967). Two-Factor Theory: The Economics of Reality; How to Turn Eighty Million Workers Into Capitalists on Borrowed Money, and Other Proposals. Random House. ASIN B000Z4K0II. {{cite book}}: Unknown parameter |coauthors= ignored (|author= suggested) (help)
  7. ^ "Standard Endorses Kelso Bid." New York Times, March 18, 1988.
  8. ^ a b ESOP Marketplace. "Interview with Corey Rosen".
  9. ^ a b ESOP Marketplace. "Interview with Dickson Buxton".
  10. ^ Kaplan, Jared (December 1975). "ESOP's Fable: A Tale of Tax Planning Pitfalls and Opportunities Associated with Employee Stock Ownership Plans Complete with a Choice of Morals". TAXES. 53: 898–912.{{cite journal}}: CS1 maint: date and year (link)
  11. ^ a b Buxton, Dickson. "A BRIEF HISTORY OF THE ESOP ASSOCIATION through May 14, 1986" (PDF). ESOP Association article. {{cite web}}: Unknown parameter |coauthors= ignored (|author= suggested) (help)
  12. ^ ESOP Marketplace. "Interview with Dennis Long".
  13. ^ ESOP Marketplace. "Interview with Merri Ash".
  14. ^ Paula B. Voos, ed. (1994). Contemporary Collective Bargaining in the Private Sector. ILR Press. p. 548. ISBN 978-0913447604.
  15. ^ Wallace, Anise C. (June 8, 1989). "Rostenkowski Seeking ESOP-Loan Benefit Cut". The New York Times. Retrieved 6 July 2012.
  16. ^ Ziegler, Bart (June 12, 1989). "Employee Stock Plans May Get Boost". Schenectady Gazette. Retrieved 6 July 2012.
  17. ^ "Description Of Revenue Reconciliation Proposal By Chairman Rostenkowski Scheduled for Markup by the House Committee on Ways and Means on July 11, 1989". Web archive of the Joint Committee on Taxation. 11. {{cite web}}: Check date values in: |date= and |year= / |date= mismatch (help); Unknown parameter |month= ignored (help)

See also

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