The Benefits of Employee Ownership Trusts: BMO Panel Discussion
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Disponible en anglais seulement
In the U.S., employee stock ownership plans, or ESOPs, have long been an effective tool for both business owners and employees. According to the National Center for Employee Ownership, there are approximately 7,000 ESOPs in the U.S. that hold about $1.7 trillion in assets, covering nearly 14 million workers. Businesses in Canada, however, have not been able to take full advantage of the employee-owned structure. But the tide is turning.
Budget 2022 is committed to making employee ownership trusts (EOTs), modeled on the U.S. ESOP model, a reality in Canada. There’s optimism that EOTs will finally gain a foothold among Canadian firms by the end of 2023.
Christine Cooper, Co-Head of BMO Commercial Bank in Canada, recently moderated a roundtable discussion with three experts who provided their perspectives on the topic:
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Jon Shell, Partner and Managing Director of Social Capital Partners, a nonprofit focused on developing financial tools that broaden economic opportunities.
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Stephen Smith, CEO of Amsted Industries, a manufacturer of industrial components and one of the most successful employee-owned companies in the U.S.
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Leah Turnbull, BMO’s National ESOP Practice Lead.
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A proven model for success
At the core, ESOPs and EOTs are designed to make it easy for a business owner to sell the company to its employees. As a succession planning tool, it provides a tax-efficient way to transfer ownership while preserving the owner’s legacy and maintaining the company culture that’s developed over the years. “Every employee becomes a shareholder of the company through a trust for free, and they earn additional shares every year, allowing them to grow their wealth over time,” Shell explained. “When they leave the company or retire, the company buys back their shares for cash.”
Some U.S. employee-owned companies familiar to Canadians include Bob’s Red Mill Natural Foods, Taylor Guitars, Clif Bar and the Publix Super Markets chain. As Turnbull explained, several factors are behind Canada’s increased interest in EOTs. “There's a wave of baby boomers who are starting to think about retirement and ownership transition of their businesses, and ESOPs are an excellent solution that allows them to maintain their company's legacy while also providing for their employees,” she said.
And because the employees have a tangible stake in the company’s performance, employee-owned companies tend to perform better and operate more efficiently. “Companies in general are run more efficiently and more profitably, and that's because employees quickly feel like owners and see the correlation that the better I work, the higher the stock price and the more money in my pocket,” Turnbull said.
Turnbull added that in the U.S., ESOPs have served as an effective method for attracting and retaining talent. “Every company is trying to find workers and keep their workers,” she said. “By having employee ownership, that's another tool that they have to keep their employees happy and bring on more. All these factors are leading to this emphasis for employee ownership and why we've seen a lot of interest in it internationally.”
Competitive advantages
Because Amsted has been 100% employee-owned since 1998, Smith understands the competitive advantages firsthand. “It's good for the employees, but it's also good for the company,” he said. “When employees have skin in the game, they act like owners because they are owners. There's been a lot of talk in the press lately about quiet quitters. You don't find quiet quitters in an ESOP company because it's their own wealth they'd be diminishing.”
“And to be honest, management behaves differently as well,” Smith continued. “It’s more than a legal structure, it's a trust relationship between management and the workforce. Management knows that their decisions affect all the colleagues that they work with every day, not some vague group of anonymous shareholders somewhere across the ocean. So, I as CEO would never take undue risk just to provide headlines or feed my ego because I'd have to face my colleagues every day if it didn't turn out well.”
At Amsted, that sense of ownership extends to ESOP participants being able to vote on the company’s board every year. “There's accountability, and it really affects the attitude of management toward their employees as well,” Smith said.
Broad appeal
Employee-owned structures can work for companies across a range of sectors, particularly in mature industries. It’s especially effective for larger companies that are constantly recruiting workers, such as construction firms (Shell said the average ESOP company in the U.S. has about 200 employees).
“Our experience in the States is that this structure catches like wildfire in certain industries because people see their competitors doing it and they think, why am I not doing that?” Smith said. “Engineering and architectural firms have been powerful sources of ESOPs, grocery stores, also heavy industrial manufacturing companies like ours.”
And it’s not just the owners who notice. Turnbull said employees also take note of when their competitors are employee-owned. "I've talked to a lot of companies where their employees know that the competitors are doing it, and they go to the management team and say, why don't we have an ESOP?” she said. “Or they've actually lost some employees to competitors because they do have an ESOP.”
It’s also an opportunity to keep businesses in their local communities, which Shell touted as an important consideration for governments looking to build a stronger domestic economy. "If you think about the economy we want to have, giving the devisers another tool to be able to say, what about this tool that keeps the company local, that keeps the jobs in your community, that rewards your employees,” he said. “That's the economy we want to build.”
Wealth generation
Shell noted that Publix grocery clerks have been known to retire with over $1 million in their ESOP accounts. Smith recalled the day when one of his factory floor workers greeted his supervisor with a smile because he’d just discovered that he’d officially become a millionaire through Amsted’s ESOP. That brings up another benefit: reducing income inequality and narrowing the wealth gap.
“That is not an isolated story,” Smith said. “Every quarter we're able to pay out millions of dollars to our employees for their shares. There's a lot of talk today about wealth and income inequality. Some economists talk about the disparity between the wealth of those who own the capital and those who provide the labor. In the ESOP structure, the employees get not only the fruit of their labors, they share in the value of the capital as well. It's a very powerful model.”
Coming to Canada
Given the success in the U.S., and more recently in the U.K., all the panelists agreed that it’s a prime time for Canada to implement its form of employee ownership. “Every employee-owned business that I’ve talked to has similar success stories where there is this pride of ownership.” Turnbull said. “I think there’s a bright future for employee ownership internationally.”
Shell said that Social Capital Partners’ research concluded that by 2030, Canada could have between 500 and 750 employee-owned companies with 50,000 to 115,000 new employee-owners producing between up to $10 billion in wealth.
"It could be extraordinarily powerful very quickly if we learn from other jurisdictions,” Shell said. "What we love about the U.S. system is that it's a share-based system. Each employee is allocated specific shares. That creates real alignment throughout the organization. It incentivizes long-term thinking throughout the organization, and we’ve seen proven wealth generation.”
Shell noted that the U.S. ESOP model is fairly complex, while the more recently implemented U.K. offers a simpler approach. Canada may be late to the game, but it’s also in a position to adopt the best of both worlds. “We think that you can combine the simplicity of the U.K. system with the share ownership model in the U.S. to create a great hybrid for Canada,” Shell said.
When Canada does open the door to EOTs, both Turnbull and Shell made it clear that it’s crucial to ensure that the model is designed for broad-based employee ownership, as opposed to limited to key executives. To that end, Smith noted that smart regulation will be a key to EOT’s success in Canada.
"In the early days of ESOPs, there were some very small ownership groups that tried to take advantage of the system for their own benefit, and there was additional legislation put in place that made sure ownership would be broad-based,” she said. “It's important to have mechanisms in there to make sure that's the case. At Amsted, for example, no one person owns more than one half of 1% of our outstanding shares.”
Shell said there’s momentum behind the EOT movement in Canada. But for any progress to be made in the coming months, he said consultations at the federal level will need to start by January 2023 to produce specifics in Budget 2023. That could set the stage for legislation later in the year, paving the way for the first EOT companies to debut by the end of 2023.
"We really need to see legislation on this in 2023 to make sure that we can take advantage of this opportunity while all this momentum exists,” Shell said.
(Disponible en anglais seulement)
Speaker 1:
Welcome to Markets. Plus, we're leading experts from across B M O discuss factors shaping the markets, economy, industry sectors, and much more. Visit B M O cm.com/markets+for more episodes, the views expressed here are those of the participants and not those of BM O capital markets, its affiliates or subsidiaries.
Speaker 2:
Today we have a special episode from a recent event, BM O held on employee ownership trusts or OTs. Christine Cooper, co-head of B M O Commercial Bank in Canada is joined by a panel of experts to discuss the opportunities that OTs create.
Speaker 3:
Welcome. Thank you for joining us today. Before I begin, I would like to start by acknowledging the indigenous peoples of all of the lands that we are on today, and acknowledge the importance of the lands, which each of us call home. So thank you very much for taking the time to be with us today. I am joined by many esteemed panelists and we are really glad that you've taken the time to join us. We have John Shell, partner and managing director of Social Capital Partners. John has spent years building a portfolio centered on economic justice. We have Steven Smith, the c e o of Amad, who leads one of the most successful employee-owned companies in North America, and we're really excited to hear from him on his experiences. And then also Leah Turnbull, who is the B M O National ESOP Practice lead. And Leah has been working with clients of B M O in the us, uh, to help establish and guide employee-owned programming.
Speaker 3:
Our objective today is really to share this group's observations and experience of the long-term economic benefits of employee ownership trusts or OTs you might hear us talk about. And really to the highlight the opportunities that these eots create to broaden the ownership class in and to propagate economic wealth and long-term financial security for low and middle income earners. As part of our purpose here at B M O, we want to boldly grow the good in business and in life, and we think that this driving meaningful change, um, helps us contribute to a thriving economy. And, and this is important for everyone to prosper. So I'm really excited about this topic and these panelists because we think that e ts offer a real mechanism for change and can have very meaningful impact. But I would like to start with John and really, um, give a little bit of an overview of what we're talking about, what an E O T is, why they don't currently exist in Canada, and, um, and you will have heard in that video and today about ESOPs from Steven and Leah. And how are those different than eots? Uh, John,
Speaker 4:
Look. So I, I think, uh, Christine, I'll tackle the last part first, uh, because I think this is primarily gonna be a Canadian audience. So the terminology is important. Um, in Canada, when you say esop, uh, people think stock options, right? Uh, uh, in the us the same terminology, the same acronym is for a very specific regulated stock ownership plan. So then that's what Steven and and Leah are gonna talk about. That's the reason we don't use the term ESOP in Canada. It's just too confusing. People, people think stock options, this isn't that. So we use the more general term employee ownership trust or E O T, but the ESOP is a specific form of the E O T for the purposes of this conver conversation. They're the same thing. E O t, esop, same thing. So what are they? Uh, an employee ownership trust.
Speaker 4:
Uh, they're a very popular legal structure in the US and the uk, uh, that makes it easy for a business owner to sell their company to their employees. Uh, in these transactions, every employee becomes a shareholder of the company through a trust for free, and they earn additional shares every year, allowing them to grow their wealth over time. When they leave the company or retire, the company buys back their shares for cash. Uh, companies, a lot of Canadians in the audience will know when the US have sold to their employees in this way. Bob's Red Mill, uh, Taylor Guitars, uh, cliff Bar are all, uh, things people may have bought, uh, uh, uh, here in, in Canada, there's a grocery store called Publix in Florida where a lot of Canadians go. You may have seen it. There's 200,000 employees there. Uh, um, and those employees own the company.
Speaker 4:
At that company. Some grocery clerks have sometimes retired with over a million dollars in their share account. And of course, Amad, where Steven is the CEO, is one of the most successful employee-owned companies in the world using the ESOP structure in the us there are 14 million Americans who own almost 1.7 trillion in shares of ESOP owned company. So spectacularly successful for American workers. And in the UK where they brought in a version of this in 2014, almost 300 companies sold to their employees just last year in 2021, creating over 30,000 new employee owners. You know, the benefits of these companies go far beyond wealth creation, uh, for workers. They've been proven over 50 years of existence in the us. I know Leah and Steven will speak to these, but these proven outcomes, along with the extraordinary wealth benefit for workers, is why there's so much support for them in the US and the uk.
Speaker 4:
Why don't we have these in Canada? These, you know, this is clearly smart public policy. Um, look, I I don't have a great answer to that. I know we have, we have very little employee ownership in Canada because we don't have this structure, but there are lots of countries talking about this right now, Australia, South Africa, some countries in the EU are looking at these policies, but luckily in Canada, we're, we're frankly way ahead of all of them. In the last budget, the Canadian federal government announced their intention to bring these trusts to Canada, which is very exciting. Uh, we expect, and that sometime in 2023, these structures will become available to Canadian business owners for the first time.
Speaker 3:
That's great. And I think a lot of us were really excited when we saw that news and, and we're trying to just make sure everything keeps moving forward. I'd like to turn it over to, uh, Leah and, um, and some of our other panelists as well. As we think about, you know, this great time that we have right now to be introducing these employee ownership trusts, and why, why have they worked, uh, so well in the US and, and what has our experience with that been, Leah?
Speaker 5:
Yeah. I think the reason why ESOPs have been so successful in the US and why it's a prime time for Canada to implement some form of employee ownership, it's really three prong. One, there's a wave of baby boomers who are starting to think about retirement and transition ownership of their businesses. And ESOPs, their employee ownership are an excellent solution that allows them to maintain their company's legacy while also providing for their employees. Which leads me to number two. Every business I speak to recruiting and retaining employees is a top, is top of mind. Every company is trying to find workers and keeps their workers. And by having employee ownership, that's another tool that they have to keep their employees happy and bring on more. And number three, we are in an environment of pretty extreme income inequality. And this is, employee ownership is a way to provide wealth to employees. We see study after study that shows that owned companies or employee owned companies in general are run more efficiently and more profitably. And that's because employees quickly see that and feel like owners and see the correlation among the harder I work, the better my work, the higher the stock price and the more money in my pocket. All these factors are kind of leading to this emphasis for employee ownership and why we've seen a lot of, um, interest in it internationally.
Speaker 3:
And Steven, would that have been your experience in your company?
Speaker 6:
Um, absolutely. Thanks Christine, for including me in this conversation on the topic about which I'm very passionate. Just to give you a little background on Amad, uh, we're a 4.5 billion revenue company with 65 plants around the world. Uh, and if you include our joint venture, 17,000 employees, the company is a key supplier to rail trucking, automotive and industrial cooling industries. And I should note that we do have facilities in Winnipeg and Prince Edward Island too. So we are represented in the great country of Canada. We date back to 1902, but most significantly for purposes of this conversation became two-thirds owned by our employees in 1986, and a hundred percent owned by our employees in 1998 through what the United States is called an esop, a stock ownership plan. And the shares are held in a trust for the benefit of our employees. So amsta is not an experiment in employee ownership.
Speaker 6:
We've now got a 35 year track record of continued success. And the, the biggest part of that success, to be frank, is how our employees have benefited and how it affects the company. One of my favorite stories, uh, has to do with our Baltimore Air Coil business, which is our Eva Cooling business. One day a few years ago, um, a supervisor, supervisor was walking the plant floor when he saw one of his employees, a big burly guy, uh, smiling from ear to ear, just beaming. Uh, the supervisor walked over and the employee literally hugged him and said, I'm really happy today. And the supervisor said, I see that, but how about telling me why? And the employee answered, today, I'm a millionaire. And you see, our shares are valued every quarter by an independent trustee and its financial advisor. And our share price had just been announced that day for that quarter.
Speaker 6:
And the employee was able to look at his account, you know, he is a longtime worker, uh, in tough jobs, you know, uh, and he was able to see that his balance was over a million dollars. And that is not an isolated story. Every quarter we're able to pay out millions of dollars to our employees for their shares. And there's a lot of talk today, as we all know about wealth inequality and income inequality. Some economists talk about the disparity between the wealth of those who own the capital and those who provide the labor and the ESOP structure. The employees get not only the fruit of their labors, they share in the value of the capital as well. It's a very powerful model,
Speaker 4:
Christine. The only thing I would would add to that is there's already a lot of momentum behind this in Canada. Uh, uh, you know, since the government announced, uh, their commitment to this. I mean, we, we get calls all the time from, uh, you know, we've spoken to dozens of companies who say, well, you know, can I do this now? Uh, uh, and of course we say, well, not, not quite yet, but hopefully soon, you know, the c the Canadian Federation of Independent Business ran a poll last year and asked their, uh, owners what they think, and 53% of them said they would be more likely to sell to their employees if we had a similar program, uh, to what they have in the US and the uk.
Speaker 3:
Yeah, and I mean, that's that's great to hear. And I think when we hear this, the kind of stories that, that Steven was just sharing and John that you shared earlier, um, you know, when Steven shares that there's somebody, um, that, you know, that's working there that's a millionaire and can see that in that and see the impact that they're having, um, it's really a compelling, uh, case to be made when, when you look at it from, uh, the owner ownership perspective, um, Steven and from the employee owner, um, uh, becoming a millionaire is one of those great opportunities and, and creating wealth. But also, um, you spoke a little bit about how big the company has become over the, the period of time and, um, what have you seen as the benefits to the business and and would you recommend that other businesses would pursue this, uh, shared ownership path for those reasons?
Speaker 6:
Well, I have to say that being owned by an esop, I view as a competitive advantage as well. So it's good for the employees, but it's good for the company. When employees have skin in the game, they behave differently. They act like owners because they are owners. Uh, there's been a lot of talk in the press lately about quiet quitters. You don't find quiet quitters in an ESOP company because it's their own wealth. They'd be diminishing. And our customers and suppliers recognize that while dealing with our people. They understand that they're dealing with owners, and it's just a different type of interaction. It's a different attitude. And, and to be honest, management behaves differently as well. You know, as I said, the legal structure for our ownership is a trust, but it's also, uh, more than a legal structure. It's a trust relationship between management and the workforce.
Speaker 6:
Management knows that their decisions affect all the colleagues that they work with every day, not some vague group of anonymous shareholders somewhere across the ocean. So I, as CEO, would never take undue risk just to provide headlines or feed my ego, because I'd have to face my colleagues every day, uh, if it didn't turn out well. And that would be an irresponsible breach of trust. And to keep me honest in the, in this regard, and not all ESOPs do this, but, uh, our ESOP participants get to vote on our entire board every year. And so every year, I have to go before all my employees basically, and, and get a yay or a nay. I'm, I'm glad to say it's been a yay for six years at least. But, uh, there's accountability in there and it really affects the attitude of management to, towards their employees as well.
Speaker 3:
Yeah. Uh, that's fantastic. And that retention becomes so, you know, so important and, and that accountability, as you say as well, that that exists as well. Um, you
Speaker 4:
Know, can I just, can I just, I mean, that was like, I mean, that was spectacular, uh, Steven to kind of hear that. And, and the implications of that. And I, I just wanna call a few things out there. You know, one is that, um, you know, employees in, uh, um, his organization clearly gained some amount of voice over the period of time that Amad has been employee owned, which is really interesting, right? Employee owned companies tend to increase the employee voice over time. The types of things he talked about in terms of being, uh, uh, good for their business is supported by research, right? Which shows that, uh, uh, uh, ESOP owned companies in the us, uh, um, perform better, uh, in recessions, right? So fewer layoffs, uh, they tend to default less, they grow faster, they keep jobs in local communities. All of these great, uh, outcomes that, you know, of course you'd want from a public policy perspective have been proven out over a long period of time. And of course, Steven just put sort of a, a great, you know, specific, uh, example of that, uh, on the table.
Speaker 3:
Okay. And I was gonna turn it to you next, John as well. When we think about, you know, all those great benefits, you know, how do we make sure that we do this right? And what can we learn from, um, you know, some of those great, uh, stories that we have and, and all the positives that we're seeing, you know, what does a made in Canada structure look like? How do we make it right? And, and are there, you know, certain features that we think we should avoid or any that are table stakes? Like, uh, Steven talked about, you know, voting, um, uh, voting, uh, for the C E O, for example.
Speaker 4:
Yeah. Look like we, we've learned a ton, uh, from the examples, uh, in the US and the UK would be great to hear, uh, uh, Steven and, and Leah's perspective on what, what they think we can learn, uh, uh, um, from the experience in the us. Our, our view is that there are some things that are common about, uh, the US and the UK system that are incredibly important. So, so one is that all employees get shares, like every employee get shares, uh, um, and two, uh, um, they get them for free. And those things are core to both models. And very important, because that's what makes these a broad-based wealth generation program for workers, which, you know, of course, we, we think is the core of this idea. Uh, um, you know, then both programs are designed for succession, right? That is a very specific issue that we need to solve.
Speaker 4:
And these programs are not option programs or share purchase programs that end up owning a small percentage of the company. They're designed for succession. Uh, and so, you know, in order to be most a accessible for companies for succession, the trust model, the both share is important. It means the shares are earned indirectly, and the company can continue to be managed once it's owned by employees in a similar way to how it was managed before. So that continuity continues, uh, and the company can continue to be successful in the way they have been. So those are, those are really important. Both the US and the UK have tax incentives, uh, for these, uh, uh, structures, uh, to even the playing field, uh, with selling to more traditional, uh, approaches to sale. And those have been very powerful. So I'd say those are the table stakes as you put it.
Speaker 4:
Uh, you know, we also think to create a perfect, you know, uh, uh, uh, uh, uh, structure for Canada, uh, built off of both the success in the US and the uk. You know, we think we can combine the best feature. So what we love about the US system is that it's a share-based system. You know, each employee is allocated specific shares. Uh, we think that, you know, and we've heard from the us, uh, folks in the US that that creates real alignment throughout the organization. It, uh, incentivizes long-term thinking, uh, again, throughout the organization. Uh, and it has been, you know, proven a proven, uh, uh, wealth generation, uh, results that really speak for themselves. So we really like that about the us. Uh, what we like about the UK is it's a quite a simple model, right? The UK structure, the UK incentives are quite straightforward, quite simple.
Speaker 4:
Um, the US model can be pretty complicated. There's lots of historical reasons for that. Uh, um, but, you know, we think that you can combine the simplicity of UK system with the share ownership model in the US to create a great hybrid for Canada. And the only thing I would add to that is, is smart regulations to ensure that the benefits of this program, uh, go to employees, you know, taxpayers are protected, uh, um, and so the, the structure itself achieves its purpose. So I, I'd say that set of things is a way to combine the models to create a great scenario for Canada.
Speaker 5:
Yeah, and I would just second everything that John just said, that making sure it's widespread ownership to all employees and simplicity is key. Um, as John mentioned, the esop, it, it can be very powerful because it can be customized for any type of business, which is great, but with customization come certain level of complexity. And I think that sometimes ESOP can become cost prohibitive, especially for smaller businesses. So to the extent that the ownership structure can be sim simple and straightforward and, and easy for a wide range of businesses to implement, that makes a huge difference.
Speaker 6:
And I, I would just, uh, also second what John has said. You know, just a few lessons from the United States. You know, our system is part of our retirement legislation, and that's sort of a historical accident perhaps, and I think maybe there's a chance, uh, in Canada to do it in a way that's not necessarily restricting the program to a retirement plan. It works pretty well in the United States because if you give people a secure retirement that they can start, uh, tapping in their fifties, you know, that gives them a better life before they get to retirement as well, and security prior to that. But nevertheless, maybe there's a chance for Canada with a clean slate to not have a link to retirement, and that, and it might be more effective in that regard. I also second what John said about, um, tax incentives. You know, some of you may be aware we have some political divisiveness in the United States these days, but, uh, there's one issue that has strong bipartisan support, and that is the ESOP structure.
Speaker 6:
And I spent a lot of time in Capitol Hill with both Democrats and Republicans, and they are all strong supporters of ESOPs. It's something that Congress got right many years ago, and I keep reminding them of that. So, uh, that strong political support across the aisle is very important as well. And finally, to Leah's point, uh, I will tell you, in the early days of ESOPs, I think the first couple years there were some very small, tight ownership groups that tried to take advantage of the system for their own benefit. And there was actually additional legislation put in place that legislatively made it sure that ownership would be broad based. And, and so it's important to have mechanisms in there to make sure that's the case. At Amad, for example, no one person owns more than one half of 1% of our outstanding shares. So indeed is very broad based, and I think having mechanisms to ensure that are important.
Speaker 3:
Great. So I, I love hearing that, like we can be late to the party here in Canada, but we can also take advantage of all the warnings, um, that they're more time <laugh> and really, uh, and really, uh, learn from that. And, and building on that kind of tax incentives and, uh, and the bipartisanship, um, is great. But if we're, if we're looking at some meaningful tax incentives, um, being included, um, you know, are there other parallels that we should be drawing, other jurisdictions we should be looking for? And I'll start with you, John, on, on that piece.
Speaker 4:
Well, look, I think we can learn, uh, from, from both the US and the UK in terms of, of the power of these things. And, and, you know, we, we recently looked at, um, uptake, uh, in Canada, um, with, uh, Brett Hos, who's the former deputy chief economist at Scotiabank. Uh, you know, we looked at, so what, what, what could this lead to in Canada? You know, how powerful could it be? So we looked at the uptake in the US and the uk, and our conclusion was with similar incentives, uh, by 2030, we could have 500 to 750, uh, employee owned, uh, uh, you know, e o t owned companies here in Canada with 50 to 150,000 new employee owners producing between five and $10 billion of wealth, uh, uh, for those employees, you know, by 2030. And of course, this would be a ramp up. So, so by the time you got to 2030, you'd have a run rate of almost 200 companies a year, uh, uh, creating, uh, you know, around 20,000 new employees every year. So, you know, it could be extraordinarily powerful, uh, very quickly, uh, if we learn from, from, uh, other jurisdictions.
Speaker 6:
I would also add one key feature in any country will be for the advisory community to develop around ESOPs as well. And it, it's very encouraging that BMO is sponsoring this call because having a group of banks and lending institutions that are supporting ESOPs, and the transition to ESOPs is very important for this ultimately to gain critical mass, and then to have lawyers and accountants who are familiar with them and can introduce them as an option to their clients. That's all that's very important. And you see that happening geographically in the United States. Even there's certain pockets in our country that are more ESOP heavy than others, and that's partly because the advisor community has really developed in those areas. So I think it's sort of iterative. Once you get the structure going legislatively, then the advisory community will develop too. The banking community will develop, and in some cases, or could even be incentives for the banking community to lend in those situations. And then I think that would just build on itself and become a very powerful tool.
Speaker 4:
And, and we're, we're, we're lucky up here, uh, in that there is such a strong community that supports this in the US and we do a lot of work, uh, in the us in the east, in the US ESOP community, and everyone asks us, you know, when, right. Let, let's go. We're, we're ready to come and help. And, and, you know, we've had some folks from the legal community in the US be very supportive in helping us think through a Canadian design. So, you know, we think we'd be off to a running start, you know, more than the US would've been back in 74 and certainly more than the UK in 2014, because we have such an ingrained level of support. And, and Bemo frankly, is a big part of that, right. Being such a, such a strong lender to ESOPs, uh, in the us.
Speaker 3:
Right. And, and building off, off that, you know, what are you, what are the concrete steps that you think that we should be looking to the federal government to do over the next year in order to show some meaningful progress in rolling this out?
Speaker 4:
I mean, look, we, we, we've had such extraordinary support, uh, uh, on, on Parliament Hill, uh, from a number of different parties. And certainly the federal government has stepped up in, in putting that the, the e o t in their budget now two straight budgets in the last one, committing to bringing it to Canada. Um, you know, so this, so it's terrific progress, but, you know, uh, uh, it's, it's now been, uh, uh, a while since the 2022 budget commitment. Um, you know, as I say, we've had dozens of calls from companies saying, you know, how do we do this? And we say, well, you can't yet. Uh, uh, so we really do, uh, wanna see progress, uh, over the next six to 12 months if that's gonna happen. We're gonna need to see if there's gonna be a consultation. It probably needs to start in December or January in order for us to see some real commitments, some real specifics in, in budget 2023.
Speaker 4:
Uh, if we see those things, then I think it is, uh, uh, uh, possible and may, uh, maybe even likely that we will see, uh, legislation in 2023. And we kind of need that. I mean, the community is waiting for it. If momentum, you know, is lost, uh, uh, then, then that could be a problem. So we really do believe we're in, we, we should be in good shape to see real legislation in 2023 and ideally the first, uh, um, E ts in Canada before the end of next year. But it does require, you know, if there's gonna be a consultation, it's gotta start pretty soon.
Speaker 3:
Okay, great. And when we go back to kind of the, the benefits of the OTs, um, how do we, um, maximize the uptake on those and, and ensure they're not just confined to the very well-paid employees? Um, Steven, you talked a little bit about the, um, some of the restrictions that you've put in place to ensure that it's a very diversified group of employees, um, and, and ensuring that there's a certain subset of business types and sizes, you know, what are some of the key things around that? And I'll, I'll start with this question with Leah and then maybe move to Steven.
Speaker 5:
Yeah, I think just adding on to what we've already mentioned, that having smart regulations around employee ownership is key to ensure that there aren't businesses trying to limit the ownership to certain key executives, or, you know, there are always those individuals that try to sell their business that still retain control. Um, you need to make sure that the regulations are clear, clear and understandable, and show that this is for broad based ownership and all employees are participants in the E O T. Um, and also making sure that, back to making sure it's simple and straightforward for a wide range of businesses to implement. Um, generally you want a company that has at least 20, maybe 30 employees to be a part of it, but even those smaller businesses should be able to put in place employee ownership so that they can provide for their employees, and so that they have a succession plan that doesn't entail them selling to a competitor, selling to private equity. Um, but I really think making sure that it is broad based ownership is one of the key factors for it to be successful. And also simple so that a wide range of industries and a wide range of business sizes are able to take advantage of it.
Speaker 6:
And, and I'd say our experience here in the States is that, um, the structure catches like wildfire in certain industries because people see their competitors doing it, and they think, whoa, well why, why am I not doing that? And so we've seen it in areas like engineering and architecture firms have been powerful, uh, sources of ESOPs, uh, grocery stores, believe it or not, but then also heavy industrial manufacturing companies like ours as well. So, um, it really spreads in industries like that. And, and, you know, some people have thought, could a really large company like Amad be a good candidate? And could you really have that cultural impact across borders and, uh, other places? And our experience is, yes, I call it the spirit of ownership whenever I talk to anyone in the world about our company, and it really spreads, and it just, it, it controls the way you treat your people and the way they are perceived as having skin in the game. It really can affect a very large company too. So I think there's a wide range of possibilities. Probably the only one I would say that is probably not a good candidate. If there's a company that really needs in an early stage, just massive amounts of outside capital and needs access to the public markets to do that, maybe that's not an ideal candidate, but I think there's a broad range of companies for the eSUB structure can work very well.
Speaker 5:
And I'll just add on, Stevie just triggered in my mind, um, the fact that a lot of industries, it just so happens that their competitors do it, so they do it. And I've talked to a lot of companies where their employees actually know that the competitors are doing it, and they go to the management team and say, why don't we have this esop? Or they've actually lost some employees to competitors because they do have the esop. So it's kinda amazing how it does spread like wildfire within certain industries.
Speaker 6:
I'll only add on that to that, Leah, that it's amazing how many times we have the experience where someone does leave once in a while and a year later they're coming on back because they realize they took it for granted a little bit. So,
Speaker 3:
Okay, great. This is obviously a very compelling topic, but in the interest of time, I just wanna give each of our panelists one, maybe one more minute to just if there's anything else that you'd like to add, any final thoughts, um, that you would like to leave with us, uh, starting with Steven?
Speaker 6:
Well, it's a great structure that's proven itself, and particularly in a day and age when, uh, younger workers in particular want to feel purpose in what they're doing, and they wanna feel that they're doing good for the planet and for their societies as well. I think it's really a vehicle that can capture a lot of those things too, and particularly with Canada, with the chance to start from ground zero and build it up, right? I think there's a really opportunity to address a lot of those. So, um, the time I, as an American, I hate to comment on anything Canadian, but the time seems right for Canada to me, so
Speaker 3:
Thank you.
Speaker 5:
Thank You,
Speaker 3:
Leah.
Speaker 5:
Yeah, I would just add that the examples that Steven provided from Manad and what we heard from Ctec, I, I speak to Esep home companies every day. They are not unique in the Esep community. Every employee owned business that I talk to has similar success stories and similar stories where there is this pride of ownership where there is this engagement level among the employees that, you know, I, I guess I'm a little biased because I'm always surrounded by ESOPs, but I think it is really unique and it's an excellent tool to keep jobs in your communities and provide for your employees. And, uh, Steven's point, I think the, there's an optimistic, bright future for employee ownership internationally.
Speaker 3:
Great. And John, final comments from you.
Speaker 4:
Well, first of all, thanks for organizing this. You know, what a wonderful opportunity to hear from, uh, uh, uh, leaders, uh, in, in this employee owned world in the us. And look, there's momentum, uh, Christine, uh, here in in Canada. We, we have to Steven's point earlier, accounting firms reaching out to us trying to understand this in, in a anticipation of there being legislation. As I said, they're business owners who call us. We, us, we get, you know, more than one a week usually, you know, uh, uh, people saying, well, how do I do this? And so now it really, it really goes back to the government, uh, uh, who have taken the first step. But, you know, boy, we really need to see legislation on this, uh, uh, in 2023 to make sure that we can take advantage of this opportunity while all this momentum exists.
Speaker 3:
Okay, great. Well, I wanna thank all of you for your time this afternoon. This was a great discussion. Um, certainly from BMO's perspective, you know, we have, uh, a lot of support that we wanna give, uh, to this. We've seen the great, um, experience in the us We've seen, we've heard the wonderful stories like Stevens. Thank you for sharing that and, and, um, it's, it's aligned well with our purpose orientation and, and wanna help in any way we can. So thank you all for joining and, uh, we appreciate your time this afternoon. Thanks to our panelists.
Speaker 1:
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Disponible en anglais seulement
In the U.S., employee stock ownership plans, or ESOPs, have long been an effective tool for both business owners and employees. According to the National Center for Employee Ownership, there are approximately 7,000 ESOPs in the U.S. that hold about $1.7 trillion in assets, covering nearly 14 million workers. Businesses in Canada, however, have not been able to take full advantage of the employee-owned structure. But the tide is turning.
Budget 2022 is committed to making employee ownership trusts (EOTs), modeled on the U.S. ESOP model, a reality in Canada. There’s optimism that EOTs will finally gain a foothold among Canadian firms by the end of 2023.
Christine Cooper, Co-Head of BMO Commercial Bank in Canada, recently moderated a roundtable discussion with three experts who provided their perspectives on the topic:
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Jon Shell, Partner and Managing Director of Social Capital Partners, a nonprofit focused on developing financial tools that broaden economic opportunities.
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Stephen Smith, CEO of Amsted Industries, a manufacturer of industrial components and one of the most successful employee-owned companies in the U.S.
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Leah Turnbull, BMO’s National ESOP Practice Lead.
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A proven model for success
At the core, ESOPs and EOTs are designed to make it easy for a business owner to sell the company to its employees. As a succession planning tool, it provides a tax-efficient way to transfer ownership while preserving the owner’s legacy and maintaining the company culture that’s developed over the years. “Every employee becomes a shareholder of the company through a trust for free, and they earn additional shares every year, allowing them to grow their wealth over time,” Shell explained. “When they leave the company or retire, the company buys back their shares for cash.”
Some U.S. employee-owned companies familiar to Canadians include Bob’s Red Mill Natural Foods, Taylor Guitars, Clif Bar and the Publix Super Markets chain. As Turnbull explained, several factors are behind Canada’s increased interest in EOTs. “There's a wave of baby boomers who are starting to think about retirement and ownership transition of their businesses, and ESOPs are an excellent solution that allows them to maintain their company's legacy while also providing for their employees,” she said.
And because the employees have a tangible stake in the company’s performance, employee-owned companies tend to perform better and operate more efficiently. “Companies in general are run more efficiently and more profitably, and that's because employees quickly feel like owners and see the correlation that the better I work, the higher the stock price and the more money in my pocket,” Turnbull said.
Turnbull added that in the U.S., ESOPs have served as an effective method for attracting and retaining talent. “Every company is trying to find workers and keep their workers,” she said. “By having employee ownership, that's another tool that they have to keep their employees happy and bring on more. All these factors are leading to this emphasis for employee ownership and why we've seen a lot of interest in it internationally.”
Competitive advantages
Because Amsted has been 100% employee-owned since 1998, Smith understands the competitive advantages firsthand. “It's good for the employees, but it's also good for the company,” he said. “When employees have skin in the game, they act like owners because they are owners. There's been a lot of talk in the press lately about quiet quitters. You don't find quiet quitters in an ESOP company because it's their own wealth they'd be diminishing.”
“And to be honest, management behaves differently as well,” Smith continued. “It’s more than a legal structure, it's a trust relationship between management and the workforce. Management knows that their decisions affect all the colleagues that they work with every day, not some vague group of anonymous shareholders somewhere across the ocean. So, I as CEO would never take undue risk just to provide headlines or feed my ego because I'd have to face my colleagues every day if it didn't turn out well.”
At Amsted, that sense of ownership extends to ESOP participants being able to vote on the company’s board every year. “There's accountability, and it really affects the attitude of management toward their employees as well,” Smith said.
Broad appeal
Employee-owned structures can work for companies across a range of sectors, particularly in mature industries. It’s especially effective for larger companies that are constantly recruiting workers, such as construction firms (Shell said the average ESOP company in the U.S. has about 200 employees).
“Our experience in the States is that this structure catches like wildfire in certain industries because people see their competitors doing it and they think, why am I not doing that?” Smith said. “Engineering and architectural firms have been powerful sources of ESOPs, grocery stores, also heavy industrial manufacturing companies like ours.”
And it’s not just the owners who notice. Turnbull said employees also take note of when their competitors are employee-owned. "I've talked to a lot of companies where their employees know that the competitors are doing it, and they go to the management team and say, why don't we have an ESOP?” she said. “Or they've actually lost some employees to competitors because they do have an ESOP.”
It’s also an opportunity to keep businesses in their local communities, which Shell touted as an important consideration for governments looking to build a stronger domestic economy. "If you think about the economy we want to have, giving the devisers another tool to be able to say, what about this tool that keeps the company local, that keeps the jobs in your community, that rewards your employees,” he said. “That's the economy we want to build.”
Wealth generation
Shell noted that Publix grocery clerks have been known to retire with over $1 million in their ESOP accounts. Smith recalled the day when one of his factory floor workers greeted his supervisor with a smile because he’d just discovered that he’d officially become a millionaire through Amsted’s ESOP. That brings up another benefit: reducing income inequality and narrowing the wealth gap.
“That is not an isolated story,” Smith said. “Every quarter we're able to pay out millions of dollars to our employees for their shares. There's a lot of talk today about wealth and income inequality. Some economists talk about the disparity between the wealth of those who own the capital and those who provide the labor. In the ESOP structure, the employees get not only the fruit of their labors, they share in the value of the capital as well. It's a very powerful model.”
Coming to Canada
Given the success in the U.S., and more recently in the U.K., all the panelists agreed that it’s a prime time for Canada to implement its form of employee ownership. “Every employee-owned business that I’ve talked to has similar success stories where there is this pride of ownership.” Turnbull said. “I think there’s a bright future for employee ownership internationally.”
Shell said that Social Capital Partners’ research concluded that by 2030, Canada could have between 500 and 750 employee-owned companies with 50,000 to 115,000 new employee-owners producing between up to $10 billion in wealth.
"It could be extraordinarily powerful very quickly if we learn from other jurisdictions,” Shell said. "What we love about the U.S. system is that it's a share-based system. Each employee is allocated specific shares. That creates real alignment throughout the organization. It incentivizes long-term thinking throughout the organization, and we’ve seen proven wealth generation.”
Shell noted that the U.S. ESOP model is fairly complex, while the more recently implemented U.K. offers a simpler approach. Canada may be late to the game, but it’s also in a position to adopt the best of both worlds. “We think that you can combine the simplicity of the U.K. system with the share ownership model in the U.S. to create a great hybrid for Canada,” Shell said.
When Canada does open the door to EOTs, both Turnbull and Shell made it clear that it’s crucial to ensure that the model is designed for broad-based employee ownership, as opposed to limited to key executives. To that end, Smith noted that smart regulation will be a key to EOT’s success in Canada.
"In the early days of ESOPs, there were some very small ownership groups that tried to take advantage of the system for their own benefit, and there was additional legislation put in place that made sure ownership would be broad-based,” she said. “It's important to have mechanisms in there to make sure that's the case. At Amsted, for example, no one person owns more than one half of 1% of our outstanding shares.”
Shell said there’s momentum behind the EOT movement in Canada. But for any progress to be made in the coming months, he said consultations at the federal level will need to start by January 2023 to produce specifics in Budget 2023. That could set the stage for legislation later in the year, paving the way for the first EOT companies to debut by the end of 2023.
"We really need to see legislation on this in 2023 to make sure that we can take advantage of this opportunity while all this momentum exists,” Shell said.
(Disponible en anglais seulement)
Speaker 1:
Welcome to Markets. Plus, we're leading experts from across B M O discuss factors shaping the markets, economy, industry sectors, and much more. Visit B M O cm.com/markets+for more episodes, the views expressed here are those of the participants and not those of BM O capital markets, its affiliates or subsidiaries.
Speaker 2:
Today we have a special episode from a recent event, BM O held on employee ownership trusts or OTs. Christine Cooper, co-head of B M O Commercial Bank in Canada is joined by a panel of experts to discuss the opportunities that OTs create.
Speaker 3:
Welcome. Thank you for joining us today. Before I begin, I would like to start by acknowledging the indigenous peoples of all of the lands that we are on today, and acknowledge the importance of the lands, which each of us call home. So thank you very much for taking the time to be with us today. I am joined by many esteemed panelists and we are really glad that you've taken the time to join us. We have John Shell, partner and managing director of Social Capital Partners. John has spent years building a portfolio centered on economic justice. We have Steven Smith, the c e o of Amad, who leads one of the most successful employee-owned companies in North America, and we're really excited to hear from him on his experiences. And then also Leah Turnbull, who is the B M O National ESOP Practice lead. And Leah has been working with clients of B M O in the us, uh, to help establish and guide employee-owned programming.
Speaker 3:
Our objective today is really to share this group's observations and experience of the long-term economic benefits of employee ownership trusts or OTs you might hear us talk about. And really to the highlight the opportunities that these eots create to broaden the ownership class in and to propagate economic wealth and long-term financial security for low and middle income earners. As part of our purpose here at B M O, we want to boldly grow the good in business and in life, and we think that this driving meaningful change, um, helps us contribute to a thriving economy. And, and this is important for everyone to prosper. So I'm really excited about this topic and these panelists because we think that e ts offer a real mechanism for change and can have very meaningful impact. But I would like to start with John and really, um, give a little bit of an overview of what we're talking about, what an E O T is, why they don't currently exist in Canada, and, um, and you will have heard in that video and today about ESOPs from Steven and Leah. And how are those different than eots? Uh, John,
Speaker 4:
Look. So I, I think, uh, Christine, I'll tackle the last part first, uh, because I think this is primarily gonna be a Canadian audience. So the terminology is important. Um, in Canada, when you say esop, uh, people think stock options, right? Uh, uh, in the us the same terminology, the same acronym is for a very specific regulated stock ownership plan. So then that's what Steven and and Leah are gonna talk about. That's the reason we don't use the term ESOP in Canada. It's just too confusing. People, people think stock options, this isn't that. So we use the more general term employee ownership trust or E O T, but the ESOP is a specific form of the E O T for the purposes of this conver conversation. They're the same thing. E O t, esop, same thing. So what are they? Uh, an employee ownership trust.
Speaker 4:
Uh, they're a very popular legal structure in the US and the uk, uh, that makes it easy for a business owner to sell their company to their employees. Uh, in these transactions, every employee becomes a shareholder of the company through a trust for free, and they earn additional shares every year, allowing them to grow their wealth over time. When they leave the company or retire, the company buys back their shares for cash. Uh, companies, a lot of Canadians in the audience will know when the US have sold to their employees in this way. Bob's Red Mill, uh, Taylor Guitars, uh, cliff Bar are all, uh, things people may have bought, uh, uh, uh, here in, in Canada, there's a grocery store called Publix in Florida where a lot of Canadians go. You may have seen it. There's 200,000 employees there. Uh, um, and those employees own the company.
Speaker 4:
At that company. Some grocery clerks have sometimes retired with over a million dollars in their share account. And of course, Amad, where Steven is the CEO, is one of the most successful employee-owned companies in the world using the ESOP structure in the us there are 14 million Americans who own almost 1.7 trillion in shares of ESOP owned company. So spectacularly successful for American workers. And in the UK where they brought in a version of this in 2014, almost 300 companies sold to their employees just last year in 2021, creating over 30,000 new employee owners. You know, the benefits of these companies go far beyond wealth creation, uh, for workers. They've been proven over 50 years of existence in the us. I know Leah and Steven will speak to these, but these proven outcomes, along with the extraordinary wealth benefit for workers, is why there's so much support for them in the US and the uk.
Speaker 4:
Why don't we have these in Canada? These, you know, this is clearly smart public policy. Um, look, I I don't have a great answer to that. I know we have, we have very little employee ownership in Canada because we don't have this structure, but there are lots of countries talking about this right now, Australia, South Africa, some countries in the EU are looking at these policies, but luckily in Canada, we're, we're frankly way ahead of all of them. In the last budget, the Canadian federal government announced their intention to bring these trusts to Canada, which is very exciting. Uh, we expect, and that sometime in 2023, these structures will become available to Canadian business owners for the first time.
Speaker 3:
That's great. And I think a lot of us were really excited when we saw that news and, and we're trying to just make sure everything keeps moving forward. I'd like to turn it over to, uh, Leah and, um, and some of our other panelists as well. As we think about, you know, this great time that we have right now to be introducing these employee ownership trusts, and why, why have they worked, uh, so well in the US and, and what has our experience with that been, Leah?
Speaker 5:
Yeah. I think the reason why ESOPs have been so successful in the US and why it's a prime time for Canada to implement some form of employee ownership, it's really three prong. One, there's a wave of baby boomers who are starting to think about retirement and transition ownership of their businesses. And ESOPs, their employee ownership are an excellent solution that allows them to maintain their company's legacy while also providing for their employees. Which leads me to number two. Every business I speak to recruiting and retaining employees is a top, is top of mind. Every company is trying to find workers and keeps their workers. And by having employee ownership, that's another tool that they have to keep their employees happy and bring on more. And number three, we are in an environment of pretty extreme income inequality. And this is, employee ownership is a way to provide wealth to employees. We see study after study that shows that owned companies or employee owned companies in general are run more efficiently and more profitably. And that's because employees quickly see that and feel like owners and see the correlation among the harder I work, the better my work, the higher the stock price and the more money in my pocket. All these factors are kind of leading to this emphasis for employee ownership and why we've seen a lot of, um, interest in it internationally.
Speaker 3:
And Steven, would that have been your experience in your company?
Speaker 6:
Um, absolutely. Thanks Christine, for including me in this conversation on the topic about which I'm very passionate. Just to give you a little background on Amad, uh, we're a 4.5 billion revenue company with 65 plants around the world. Uh, and if you include our joint venture, 17,000 employees, the company is a key supplier to rail trucking, automotive and industrial cooling industries. And I should note that we do have facilities in Winnipeg and Prince Edward Island too. So we are represented in the great country of Canada. We date back to 1902, but most significantly for purposes of this conversation became two-thirds owned by our employees in 1986, and a hundred percent owned by our employees in 1998 through what the United States is called an esop, a stock ownership plan. And the shares are held in a trust for the benefit of our employees. So amsta is not an experiment in employee ownership.
Speaker 6:
We've now got a 35 year track record of continued success. And the, the biggest part of that success, to be frank, is how our employees have benefited and how it affects the company. One of my favorite stories, uh, has to do with our Baltimore Air Coil business, which is our Eva Cooling business. One day a few years ago, um, a supervisor, supervisor was walking the plant floor when he saw one of his employees, a big burly guy, uh, smiling from ear to ear, just beaming. Uh, the supervisor walked over and the employee literally hugged him and said, I'm really happy today. And the supervisor said, I see that, but how about telling me why? And the employee answered, today, I'm a millionaire. And you see, our shares are valued every quarter by an independent trustee and its financial advisor. And our share price had just been announced that day for that quarter.
Speaker 6:
And the employee was able to look at his account, you know, he is a longtime worker, uh, in tough jobs, you know, uh, and he was able to see that his balance was over a million dollars. And that is not an isolated story. Every quarter we're able to pay out millions of dollars to our employees for their shares. And there's a lot of talk today, as we all know about wealth inequality and income inequality. Some economists talk about the disparity between the wealth of those who own the capital and those who provide the labor and the ESOP structure. The employees get not only the fruit of their labors, they share in the value of the capital as well. It's a very powerful model,
Speaker 4:
Christine. The only thing I would would add to that is there's already a lot of momentum behind this in Canada. Uh, uh, you know, since the government announced, uh, their commitment to this. I mean, we, we get calls all the time from, uh, you know, we've spoken to dozens of companies who say, well, you know, can I do this now? Uh, uh, and of course we say, well, not, not quite yet, but hopefully soon, you know, the c the Canadian Federation of Independent Business ran a poll last year and asked their, uh, owners what they think, and 53% of them said they would be more likely to sell to their employees if we had a similar program, uh, to what they have in the US and the uk.
Speaker 3:
Yeah, and I mean, that's that's great to hear. And I think when we hear this, the kind of stories that, that Steven was just sharing and John that you shared earlier, um, you know, when Steven shares that there's somebody, um, that, you know, that's working there that's a millionaire and can see that in that and see the impact that they're having, um, it's really a compelling, uh, case to be made when, when you look at it from, uh, the owner ownership perspective, um, Steven and from the employee owner, um, uh, becoming a millionaire is one of those great opportunities and, and creating wealth. But also, um, you spoke a little bit about how big the company has become over the, the period of time and, um, what have you seen as the benefits to the business and and would you recommend that other businesses would pursue this, uh, shared ownership path for those reasons?
Speaker 6:
Well, I have to say that being owned by an esop, I view as a competitive advantage as well. So it's good for the employees, but it's good for the company. When employees have skin in the game, they behave differently. They act like owners because they are owners. Uh, there's been a lot of talk in the press lately about quiet quitters. You don't find quiet quitters in an ESOP company because it's their own wealth. They'd be diminishing. And our customers and suppliers recognize that while dealing with our people. They understand that they're dealing with owners, and it's just a different type of interaction. It's a different attitude. And, and to be honest, management behaves differently as well. You know, as I said, the legal structure for our ownership is a trust, but it's also, uh, more than a legal structure. It's a trust relationship between management and the workforce.
Speaker 6:
Management knows that their decisions affect all the colleagues that they work with every day, not some vague group of anonymous shareholders somewhere across the ocean. So I, as CEO, would never take undue risk just to provide headlines or feed my ego, because I'd have to face my colleagues every day, uh, if it didn't turn out well. And that would be an irresponsible breach of trust. And to keep me honest in the, in this regard, and not all ESOPs do this, but, uh, our ESOP participants get to vote on our entire board every year. And so every year, I have to go before all my employees basically, and, and get a yay or a nay. I'm, I'm glad to say it's been a yay for six years at least. But, uh, there's accountability in there and it really affects the attitude of management to, towards their employees as well.
Speaker 3:
Yeah. Uh, that's fantastic. And that retention becomes so, you know, so important and, and that accountability, as you say as well, that that exists as well. Um, you
Speaker 4:
Know, can I just, can I just, I mean, that was like, I mean, that was spectacular, uh, Steven to kind of hear that. And, and the implications of that. And I, I just wanna call a few things out there. You know, one is that, um, you know, employees in, uh, um, his organization clearly gained some amount of voice over the period of time that Amad has been employee owned, which is really interesting, right? Employee owned companies tend to increase the employee voice over time. The types of things he talked about in terms of being, uh, uh, good for their business is supported by research, right? Which shows that, uh, uh, uh, ESOP owned companies in the us, uh, um, perform better, uh, in recessions, right? So fewer layoffs, uh, they tend to default less, they grow faster, they keep jobs in local communities. All of these great, uh, outcomes that, you know, of course you'd want from a public policy perspective have been proven out over a long period of time. And of course, Steven just put sort of a, a great, you know, specific, uh, example of that, uh, on the table.
Speaker 3:
Okay. And I was gonna turn it to you next, John as well. When we think about, you know, all those great benefits, you know, how do we make sure that we do this right? And what can we learn from, um, you know, some of those great, uh, stories that we have and, and all the positives that we're seeing, you know, what does a made in Canada structure look like? How do we make it right? And, and are there, you know, certain features that we think we should avoid or any that are table stakes? Like, uh, Steven talked about, you know, voting, um, uh, voting, uh, for the C E O, for example.
Speaker 4:
Yeah. Look like we, we've learned a ton, uh, from the examples, uh, in the US and the UK would be great to hear, uh, uh, Steven and, and Leah's perspective on what, what they think we can learn, uh, uh, um, from the experience in the us. Our, our view is that there are some things that are common about, uh, the US and the UK system that are incredibly important. So, so one is that all employees get shares, like every employee get shares, uh, um, and two, uh, um, they get them for free. And those things are core to both models. And very important, because that's what makes these a broad-based wealth generation program for workers, which, you know, of course, we, we think is the core of this idea. Uh, um, you know, then both programs are designed for succession, right? That is a very specific issue that we need to solve.
Speaker 4:
And these programs are not option programs or share purchase programs that end up owning a small percentage of the company. They're designed for succession. Uh, and so, you know, in order to be most a accessible for companies for succession, the trust model, the both share is important. It means the shares are earned indirectly, and the company can continue to be managed once it's owned by employees in a similar way to how it was managed before. So that continuity continues, uh, and the company can continue to be successful in the way they have been. So those are, those are really important. Both the US and the UK have tax incentives, uh, for these, uh, uh, structures, uh, to even the playing field, uh, with selling to more traditional, uh, approaches to sale. And those have been very powerful. So I'd say those are the table stakes as you put it.
Speaker 4:
Uh, you know, we also think to create a perfect, you know, uh, uh, uh, uh, uh, structure for Canada, uh, built off of both the success in the US and the uk. You know, we think we can combine the best feature. So what we love about the US system is that it's a share-based system. You know, each employee is allocated specific shares. Uh, we think that, you know, and we've heard from the us, uh, folks in the US that that creates real alignment throughout the organization. It, uh, incentivizes long-term thinking, uh, again, throughout the organization. Uh, and it has been, you know, proven a proven, uh, uh, wealth generation, uh, results that really speak for themselves. So we really like that about the us. Uh, what we like about the UK is it's a quite a simple model, right? The UK structure, the UK incentives are quite straightforward, quite simple.
Speaker 4:
Um, the US model can be pretty complicated. There's lots of historical reasons for that. Uh, um, but, you know, we think that you can combine the simplicity of UK system with the share ownership model in the US to create a great hybrid for Canada. And the only thing I would add to that is, is smart regulations to ensure that the benefits of this program, uh, go to employees, you know, taxpayers are protected, uh, um, and so the, the structure itself achieves its purpose. So I, I'd say that set of things is a way to combine the models to create a great scenario for Canada.
Speaker 5:
Yeah, and I would just second everything that John just said, that making sure it's widespread ownership to all employees and simplicity is key. Um, as John mentioned, the esop, it, it can be very powerful because it can be customized for any type of business, which is great, but with customization come certain level of complexity. And I think that sometimes ESOP can become cost prohibitive, especially for smaller businesses. So to the extent that the ownership structure can be sim simple and straightforward and, and easy for a wide range of businesses to implement, that makes a huge difference.
Speaker 6:
And I, I would just, uh, also second what John has said. You know, just a few lessons from the United States. You know, our system is part of our retirement legislation, and that's sort of a historical accident perhaps, and I think maybe there's a chance, uh, in Canada to do it in a way that's not necessarily restricting the program to a retirement plan. It works pretty well in the United States because if you give people a secure retirement that they can start, uh, tapping in their fifties, you know, that gives them a better life before they get to retirement as well, and security prior to that. But nevertheless, maybe there's a chance for Canada with a clean slate to not have a link to retirement, and that, and it might be more effective in that regard. I also second what John said about, um, tax incentives. You know, some of you may be aware we have some political divisiveness in the United States these days, but, uh, there's one issue that has strong bipartisan support, and that is the ESOP structure.
Speaker 6:
And I spent a lot of time in Capitol Hill with both Democrats and Republicans, and they are all strong supporters of ESOPs. It's something that Congress got right many years ago, and I keep reminding them of that. So, uh, that strong political support across the aisle is very important as well. And finally, to Leah's point, uh, I will tell you, in the early days of ESOPs, I think the first couple years there were some very small, tight ownership groups that tried to take advantage of the system for their own benefit. And there was actually additional legislation put in place that legislatively made it sure that ownership would be broad based. And, and so it's important to have mechanisms in there to make sure that's the case. At Amad, for example, no one person owns more than one half of 1% of our outstanding shares. So indeed is very broad based, and I think having mechanisms to ensure that are important.
Speaker 3:
Great. So I, I love hearing that, like we can be late to the party here in Canada, but we can also take advantage of all the warnings, um, that they're more time <laugh> and really, uh, and really, uh, learn from that. And, and building on that kind of tax incentives and, uh, and the bipartisanship, um, is great. But if we're, if we're looking at some meaningful tax incentives, um, being included, um, you know, are there other parallels that we should be drawing, other jurisdictions we should be looking for? And I'll start with you, John, on, on that piece.
Speaker 4:
Well, look, I think we can learn, uh, from, from both the US and the UK in terms of, of the power of these things. And, and, you know, we, we recently looked at, um, uptake, uh, in Canada, um, with, uh, Brett Hos, who's the former deputy chief economist at Scotiabank. Uh, you know, we looked at, so what, what, what could this lead to in Canada? You know, how powerful could it be? So we looked at the uptake in the US and the uk, and our conclusion was with similar incentives, uh, by 2030, we could have 500 to 750, uh, employee owned, uh, uh, you know, e o t owned companies here in Canada with 50 to 150,000 new employee owners producing between five and $10 billion of wealth, uh, uh, for those employees, you know, by 2030. And of course, this would be a ramp up. So, so by the time you got to 2030, you'd have a run rate of almost 200 companies a year, uh, uh, creating, uh, you know, around 20,000 new employees every year. So, you know, it could be extraordinarily powerful, uh, very quickly, uh, if we learn from, from, uh, other jurisdictions.
Speaker 6:
I would also add one key feature in any country will be for the advisory community to develop around ESOPs as well. And it, it's very encouraging that BMO is sponsoring this call because having a group of banks and lending institutions that are supporting ESOPs, and the transition to ESOPs is very important for this ultimately to gain critical mass, and then to have lawyers and accountants who are familiar with them and can introduce them as an option to their clients. That's all that's very important. And you see that happening geographically in the United States. Even there's certain pockets in our country that are more ESOP heavy than others, and that's partly because the advisor community has really developed in those areas. So I think it's sort of iterative. Once you get the structure going legislatively, then the advisory community will develop too. The banking community will develop, and in some cases, or could even be incentives for the banking community to lend in those situations. And then I think that would just build on itself and become a very powerful tool.
Speaker 4:
And, and we're, we're, we're lucky up here, uh, in that there is such a strong community that supports this in the US and we do a lot of work, uh, in the us in the east, in the US ESOP community, and everyone asks us, you know, when, right. Let, let's go. We're, we're ready to come and help. And, and, you know, we've had some folks from the legal community in the US be very supportive in helping us think through a Canadian design. So, you know, we think we'd be off to a running start, you know, more than the US would've been back in 74 and certainly more than the UK in 2014, because we have such an ingrained level of support. And, and Bemo frankly, is a big part of that, right. Being such a, such a strong lender to ESOPs, uh, in the us.
Speaker 3:
Right. And, and building off, off that, you know, what are you, what are the concrete steps that you think that we should be looking to the federal government to do over the next year in order to show some meaningful progress in rolling this out?
Speaker 4:
I mean, look, we, we, we've had such extraordinary support, uh, uh, on, on Parliament Hill, uh, from a number of different parties. And certainly the federal government has stepped up in, in putting that the, the e o t in their budget now two straight budgets in the last one, committing to bringing it to Canada. Um, you know, so this, so it's terrific progress, but, you know, uh, uh, it's, it's now been, uh, uh, a while since the 2022 budget commitment. Um, you know, as I say, we've had dozens of calls from companies saying, you know, how do we do this? And we say, well, you can't yet. Uh, uh, so we really do, uh, wanna see progress, uh, over the next six to 12 months if that's gonna happen. We're gonna need to see if there's gonna be a consultation. It probably needs to start in December or January in order for us to see some real commitments, some real specifics in, in budget 2023.
Speaker 4:
Uh, if we see those things, then I think it is, uh, uh, uh, possible and may, uh, maybe even likely that we will see, uh, legislation in 2023. And we kind of need that. I mean, the community is waiting for it. If momentum, you know, is lost, uh, uh, then, then that could be a problem. So we really do believe we're in, we, we should be in good shape to see real legislation in 2023 and ideally the first, uh, um, E ts in Canada before the end of next year. But it does require, you know, if there's gonna be a consultation, it's gotta start pretty soon.
Speaker 3:
Okay, great. And when we go back to kind of the, the benefits of the OTs, um, how do we, um, maximize the uptake on those and, and ensure they're not just confined to the very well-paid employees? Um, Steven, you talked a little bit about the, um, some of the restrictions that you've put in place to ensure that it's a very diversified group of employees, um, and, and ensuring that there's a certain subset of business types and sizes, you know, what are some of the key things around that? And I'll, I'll start with this question with Leah and then maybe move to Steven.
Speaker 5:
Yeah, I think just adding on to what we've already mentioned, that having smart regulations around employee ownership is key to ensure that there aren't businesses trying to limit the ownership to certain key executives, or, you know, there are always those individuals that try to sell their business that still retain control. Um, you need to make sure that the regulations are clear, clear and understandable, and show that this is for broad based ownership and all employees are participants in the E O T. Um, and also making sure that, back to making sure it's simple and straightforward for a wide range of businesses to implement. Um, generally you want a company that has at least 20, maybe 30 employees to be a part of it, but even those smaller businesses should be able to put in place employee ownership so that they can provide for their employees, and so that they have a succession plan that doesn't entail them selling to a competitor, selling to private equity. Um, but I really think making sure that it is broad based ownership is one of the key factors for it to be successful. And also simple so that a wide range of industries and a wide range of business sizes are able to take advantage of it.
Speaker 6:
And, and I'd say our experience here in the States is that, um, the structure catches like wildfire in certain industries because people see their competitors doing it, and they think, whoa, well why, why am I not doing that? And so we've seen it in areas like engineering and architecture firms have been powerful, uh, sources of ESOPs, uh, grocery stores, believe it or not, but then also heavy industrial manufacturing companies like ours as well. So, um, it really spreads in industries like that. And, and, you know, some people have thought, could a really large company like Amad be a good candidate? And could you really have that cultural impact across borders and, uh, other places? And our experience is, yes, I call it the spirit of ownership whenever I talk to anyone in the world about our company, and it really spreads, and it just, it, it controls the way you treat your people and the way they are perceived as having skin in the game. It really can affect a very large company too. So I think there's a wide range of possibilities. Probably the only one I would say that is probably not a good candidate. If there's a company that really needs in an early stage, just massive amounts of outside capital and needs access to the public markets to do that, maybe that's not an ideal candidate, but I think there's a broad range of companies for the eSUB structure can work very well.
Speaker 5:
And I'll just add on, Stevie just triggered in my mind, um, the fact that a lot of industries, it just so happens that their competitors do it, so they do it. And I've talked to a lot of companies where their employees actually know that the competitors are doing it, and they go to the management team and say, why don't we have this esop? Or they've actually lost some employees to competitors because they do have the esop. So it's kinda amazing how it does spread like wildfire within certain industries.
Speaker 6:
I'll only add on that to that, Leah, that it's amazing how many times we have the experience where someone does leave once in a while and a year later they're coming on back because they realize they took it for granted a little bit. So,
Speaker 3:
Okay, great. This is obviously a very compelling topic, but in the interest of time, I just wanna give each of our panelists one, maybe one more minute to just if there's anything else that you'd like to add, any final thoughts, um, that you would like to leave with us, uh, starting with Steven?
Speaker 6:
Well, it's a great structure that's proven itself, and particularly in a day and age when, uh, younger workers in particular want to feel purpose in what they're doing, and they wanna feel that they're doing good for the planet and for their societies as well. I think it's really a vehicle that can capture a lot of those things too, and particularly with Canada, with the chance to start from ground zero and build it up, right? I think there's a really opportunity to address a lot of those. So, um, the time I, as an American, I hate to comment on anything Canadian, but the time seems right for Canada to me, so
Speaker 3:
Thank you.
Speaker 5:
Thank You,
Speaker 3:
Leah.
Speaker 5:
Yeah, I would just add that the examples that Steven provided from Manad and what we heard from Ctec, I, I speak to Esep home companies every day. They are not unique in the Esep community. Every employee owned business that I talk to has similar success stories and similar stories where there is this pride of ownership where there is this engagement level among the employees that, you know, I, I guess I'm a little biased because I'm always surrounded by ESOPs, but I think it is really unique and it's an excellent tool to keep jobs in your communities and provide for your employees. And, uh, Steven's point, I think the, there's an optimistic, bright future for employee ownership internationally.
Speaker 3:
Great. And John, final comments from you.
Speaker 4:
Well, first of all, thanks for organizing this. You know, what a wonderful opportunity to hear from, uh, uh, uh, leaders, uh, in, in this employee owned world in the us. And look, there's momentum, uh, Christine, uh, here in in Canada. We, we have to Steven's point earlier, accounting firms reaching out to us trying to understand this in, in a anticipation of there being legislation. As I said, they're business owners who call us. We, us, we get, you know, more than one a week usually, you know, uh, uh, people saying, well, how do I do this? And so now it really, it really goes back to the government, uh, uh, who have taken the first step. But, you know, boy, we really need to see legislation on this, uh, uh, in 2023 to make sure that we can take advantage of this opportunity while all this momentum exists.
Speaker 3:
Okay, great. Well, I wanna thank all of you for your time this afternoon. This was a great discussion. Um, certainly from BMO's perspective, you know, we have, uh, a lot of support that we wanna give, uh, to this. We've seen the great, um, experience in the us We've seen, we've heard the wonderful stories like Stevens. Thank you for sharing that and, and, um, it's, it's aligned well with our purpose orientation and, and wanna help in any way we can. So thank you all for joining and, uh, we appreciate your time this afternoon. Thanks to our panelists.
Speaker 1:
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