Hypothesis: ESOPs for the Online Economy

2018-12-06T00:00:00-07:00

by Nathan Schneider

I work in a startup town, the rare kind of place where you can trip over veteran founders, with multiple exits behind then, on the sidewalk. By “exits,” I mean the end-goal of most tech-oriented startups—the moment when the startup is sold, either to a bigger company or, more rarely, to the investing public on the stock market. The whole culture of startup communities like Boulder is aimed toward this; it’s when founders and investors get their big payday. And yet this is the logic that turns our online infrastrutures into commodities. In the exit, it is often the data and loyalty of us the users that is being sold to the highest bidder.

What if another kind of exit were possible? What if founders and investors could aim for an exit that sold to the users with a real stake in the future behavior of the firm, as well as in its sustainability? These are questions I’ve been puzzling on for some time now, and I think I’m starting to see a viable path forward.

The ESOP, or employee stock ownership plan, is the most successful strategy for enabling employee ownership in the US economy. In companies from New Belgium Brewing to Southwest Airlines, it makes worker-owners of 14 million Americans. In contrast, there are just several hundred worker co-ops with just several thousand workers among them. Two things make the ESOP model work as well as it has:

it consolidates the ownership shares in a trust, making it far easier to finance than a bunch of individual workers with individual credit histories
since the 1970s and 1980s, there has been appropriate tax treatment in US law

For a particular profile of firms (generally closely held and medium-sized) the ESOP has been an attractive exit strategy for many founders.

The inventor of the ESOP model, Louis Kelso—a Coloradan and graduate of CU Boulder’s business and law schools—didn’t want to stop at that. He envisioned the ESOP as just one kind of “SOP” enabling more broad-based capital ownership. I suspect the challenges of the online economy present an opportunity to consider other such models he proposed, particularly the CSOP, or consumer stock ownership plan. Analagous to the ESOP, this would enable long-term users of a business (Kelso envisioned examples like neighborhood grocery stores or monopoly utilities) to become owners of it—by borrowing outside capital on the promise of future growth. Such financing means the CSOP could provide an exit payout far greater than what cash individual users could muster.

What if, for instance, Uber drivers could become dividend-earning owners in this way, or if Facebook users could use such a trust to elect their own trustees to the company’s board? This could be a strategy for remedying some of the critical accountability crises of the online economy.

I am currently engaged in research on the feasibility of such models, with the support of a fellowship from Rutgers University’s Institute for the Study of Employee Ownership and Profit-Sharing. The first step is a paper with Morshed Mannan, a brilliant thinker on legal strategies for a more democratic online economy. We’re exploring what conditions would work best for this kind if exit, as well as the policies needed to make it more feasible.

More to come. Here’s a small bibliography-in-progress. In the meantime, if this topic is related to your interests, I would love to hear from you.

Notes on Collective Governance

2018-12-06T00:00:00-07:00

by Katy Fetters

Those of us looking to shape our enterprises with methods for collective governance and shared ownership are led to ask: What can collective governance look like? What shape does that take? What are some of the challenges and freedoms presented in this model?

We spoke with several cooperative-minded experts who offered their insight into these questions, as part of a collaboration with the Action Network, a nonprofit online mobilization platform whose team is seeking to further democratize its operations. Here are a few takeaways from our discussion:

Clarity: Facilitate strong and clear communication around your offerings and core values. Create a ladder of engagement for the purpose of empowering members around co-ownership, leadership, and responsibility. The earlier you can define members’ roles and emphasize their level of commitment, the more assured your members and core partners may feel.
Trust: Build trust within your organization to increase loyalty and engagement among members and core partners. It will be difficult to be everything to everyone. 1) Recognize the nature of your member-base; if they are mostly international, allow for participation in voting and web-based meetings based on remote positioning and convenience to their time zone. 2) Record and send out online meetings, creating open discussion forums and providing a variety of ways in which your members can communicate their needs and opinions to you. 3) Develop tools to increase accessibility and transparency around important stakeholder information, and show your members how to engage with your platform.
Collaborative effort for collective success: Understand that people respond differently to different kinds of communication. Some will want to dominate much of the activity or conversation on the platform. Spot the need to activate or incentivize many members to engage based on their preference or ability so that the contribution of value and insight is more fairly distributed.
Use your users: In any early stage of a startup or software project, the best test group for your product is your members; give room for critical feedback as a chance to listen, learn, and improve. This will also cultivate an environment of oppeness and transparency at every level of the process, while also retaining the agility and autonomy that the development team needs.

If we think about a wave—the flow, the tide that pulls from within, it requires many forces working in tandem to build momentum and energy, enough to create the wave’s body and crest.

A special thanks to the participants in this discussion: Brian Young (executive director and founder, Action Network), Martha Grant (product manager, Action Network), Alanna Irving (team member, Open Collective; co-founder, Enspiral and Loomio), Chris Tittle (director of organizational resilience, Sustainable Economies Law Center), Margaret Vincent (senior counsel, Stocksy United).

Media Enterprise Design Lab @ CU Boulder

Hypothesis: ESOPs for the Online Economy

Notes on Collective Governance