Two employee-owned companies going public this week

Government contractor Parsons ( PSN ) plans to raise $500 million in the week's second-largest offering. The company has solid growth, a large market opportunity, an outstanding governance structure. Parsons is owned by its more than 15,000 employees through an employee stock ownership plan; the ESOP actually took the company private in 1984. The last government contractor was a micro-cap in 2014 (Sysorex), and before that Booz Allen in 2010.

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Failure of ESOP fiduciaries to stop company officers from making affirmative misrepresentations impacting stock price did not breach ERISA duties

ESOP fiduciaries did not breach their duty to prudently manage plan assets by failing to attempt to persuade officers of the plan sponsor from making affirmative misrepresentations that they knew, based on inside information, artificially inflated the value of the company stock, according to a federal trial court in Texas. The corrective course of action suggested by the plan participants, the court determined was not so clearly beneficial that a prudent fiduciary could not conclude that it would be more likely to harm the fund than to help it. The court affirmed the strict pleading standard followed in the Fifth Circuit, while distinguishing a contrary ruling from the Second Circuit.

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Colorado Rolls Out A Welcome Mat For ESOPs

Employee stock ownership plans ("ESOPs") are a special breed of qualified retirement plans. Whereas a traditional profit sharing or 401(k) plan is typically invested in mutual funds, an ESOP is designed to invest primarily in stock of the sponsoring employer. This means that an ESOP can deliver powerful incentives to employees who are motivated to work to better their own retirement funds. In recognition of these benefits, policy makers and academics have long touted ESOPs and other forms of employee ownership. Colorado is the latest in that trend.

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ESOP Association Applauds Introduction of Pro ESOP Bill HR 2258

WASHINGTON, April 12, 2019 /PRNewswire/ -- The ESOP Association applauds Representatives Ron Kind (D-WI-3) and Jason Smith (R-MO-8), who earlier this week introduced pro-Employee Stock Ownership Plan (ESOP) bill H.R. 2258. The measure, which seeks to encourage the formation of ESOPs, is the House companion to S. 177, which was introduced in the Senate earlier this year by Sen. Pat Roberts (R-KS).

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Pro-ESOP Bill Introduced in California

A new bill was introduced in California on February 22, 2019, by Senator Scott Wilk (R). The bill, SB-553, would provide an incentive for some California businesses to adopt employee stock ownership plans, better known as ESOPs. Two major problems facing the United States today are the vast number of Americans with little to no retirement savings and the many owners of small- to medium-sized businesses with no succession plan in place for when they retire. The widespread adoption of an ESOP program may be a solution to both of these problems. Other states in the United States have recognized the potential benefits of ESOP adoption and have already put in place ESOP-friendly legislation. These states include Iowa, Missouri, and Colorado.

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MA Reviving its Office for Employee Involvement & Ownership

Like every state in the U.S., Massachusetts is worried about what will happen when the baby boomer owners of thousands of small to midsize businesses reach retirement age, in what is being called the "silver tsunami." Fewer and fewer small business owner now expect to pass their enterprise onto their children and many older entrepreneurs, concerned about the possibility of having to shutter their businesses and lose their years of investment, have turned to selling to large conglomerates or private equity firms, which often lay off workers or gut the businesses.

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Federal District Court Denies Motion to Dismiss Fiduciary Breach Lawsuit Against Owners of Company Who Transfer of Overvalued Stock to ESOP

The owners of Bowers + Kubota Consulting, Inc. sought to dispose of their interest in their company by forming an ESOP. They appointed attorney, Saakvitne as trustee of the ESOP and obtained a valuation of the company before negotiating the sale of their shares to the ESOP. The Department of Labor sued the owners, company, and trustee for breaches of fiduciary duty and prohibited transactions in Hawaii federal district court. The DOL alleged that the appraisal of company shares used to fund the ESOP was flawed, resulting in an inflated value for the company's stock because the appraiser used unreasonable revenue projections and improperly applied a 30% control premium when no change in control of the company occurred.

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Senators Introduce ESOP to Expand Employee Ownership

Senators introduced a bipartisan bill that would encourage employee stock ownership as a means of retirement savings for workers. U.S. Senators Pat Roberts (R-Kan.) and Ben Cardin (D-Md.) introduced Senate Bill 177 which would, in part, expand the creation of S Corporation ESOPs. Introduced on January 18, 2019, the new bill has the support of 24 Democrat and Republican sponsors.

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How An ESOP Made All The Difference For An Early Entrant Into The Craft Beer Business

Before there was a craft brewery on every corner, there was Mass Bay Brewing Company. Founded on Boston's waterfront by Dan Kenary, Richard Doyle and George Ligeti, Mass Bay was in the vanguard of the current craft beer movement. A postgraduation trip to Europe in 1982 had introduced college friends Kenary and Doyle to the range of beer available outside the American market. Artisanal coffee and ice cream were surging in popularity back home, and the two thought they could do something similar with beer. After brief detours—Kenary tried his hand at banking in Chicago, and Doyle went to business school, where he met Ligeti—they reunited in Boston in 1986 to open Mass Bay.

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Parsons Planning for Public Offering

WASHINGTON (Reuters) - The Parsons Corporation, a construction and engineering company known for building airports and subways, has filed paperwork for an initial public offering that would value the company at around $3 billion, three people familiar with the plan said.

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