Three employee ownership models for better jobs

I have with me Deb Olson and I'm going to just start by introducing myself then I'll ask you to introduce yourself your affiliations anything you want whoever is going to be listening to this uh mostly um it should be like business owners um and also just in general the employee ownership community so Consultants [Music] um and um you know any service provider in this uh community so my name is Liza I'm a combo I'm originally from Southern Africa I say that because I was born in Zimbabwe and um I'm a South African permanent resident I did all my college education at the University of Cape Town so both my undergrad and my Master's in development diamonds I did them at the University of Cape Town and I'm currently a PhD student with the Community Development and applied economics faculty at the University of Vermont my PhD is in sustainable development economics public policy and governance I know that's a mouthful took me a while to to get it right um and my research interests um at the intersection of global inequality ecological crisis and essential resources so um by essential resources I mean food water and energy so I'm really critically trying to inquire into Cooperative economies um employee ownership shared wealth um those types of Innovations to inform my broader research thesis and research questions so that's who I am um my Master's thesis was in water sustainability and water stewardship so I'm glad to be here with um Deb and today's objectives um or the purpose rather for this YouTube series is to educate and bring awareness of employee ownership specifically looking at esops which is Employee Stock ownership plans esops yeah so we're going to be throwing that uh acronym around and also eot which is [Music] um so Deb does both is up so if you go to a website it's upload but she also has been looking at eot I think it's employee ownership trust then you can correct me Okay so I'll do also the acronyms are like properly and introduce yourself so introduce yourself how you uh the journey you have worked uh to get up to you know where you are now I'm super excited that's why I'm like all over to have Dave with me precisely because of her experience in employee ownership her contributions she started writing on employee ownership I think she told me it was like in the 80s I'm like I was like in kindergarten or something maybe not even had started so I have so much um respect and I'm humbled to have a year but super excited I know that whoever is going to be listening you're going to gain a lot and have a lot of your questions clarified so they take it away okay and I'll be probing questions as we go thanks Dave okay so I'm Deborah Groban Olsen and I have been uh I'm an attorney I've specialized in employee ownership for the last 44 years for various kinds I have a experience in uh with Employee Stock ownership plans employee ownership trusts cooperatives and a variety of other alternative ways that people have wanted to do employee ownership I came to this initially I was um I was a union side labor lawyer and in the 1980s I realized that uh the jobs were running away from the workers and then I learned also because in 1974 the employee retirement income Security Act erisa was passed and in it was the provisions for the employee stock ownership plan so I learned that employee ownership was a possibility and that began my career of um trying of working on creating employee ownership that was very worker friendly and providing participation and voice and uh adequate uh equity for workers I just want to say one of the reasons I'm so excited to be be talking with Liza is that her background and her experience and what she is focusing on doing right now and the fact that she's from South Africa and she wants to do it is very exciting to me um so when so okay a couple of things about my background Okay so I've had my own practice um for at least 45 years or so during that time I've also been the executive director and often the founder of a number of non-profit organizations initially the Michigan employee ownership Center which was founded in 1982 84. I don't know we helped the Ohio employee ownership Center get organized um then uh I I became the board chair of the national Center for employee ownership um while I was board chair of nceo um I uh became very interested in the issue of could broad ownership be a solution for some of the negative impact of globalization because during the 80s it became increasingly clear that uh the global economy was making it more and more difficult for local communities to continue to control the particularly the productive Assets in those communities but more and more those were getting Consolidated and fewer hands and fewer hands that were further away so one of the things that I did in the 80s was I started another um well it wasn't exactly a non-profit through the Ohio employee ownership Center I have a long partnership with the Ohio employee ownership Center and with my dear friend John Loch who is one of the stars in the firmament of employee ownership and you should read his books and studies but [Music] we created something called the capital ownership group and it was an online Think Tank think and do tank but initially an online Think Tank aimed at getting people from all over the world involved in discussions about how to use broad ownership to deal with the negative impacts of globalization and we started out thinking we would have five discussion groups which immediately became 20 discussion groups and we we uh we created some papers we had a number of uh conferences we had one conference that was at the U.S Senate heart office building um we had a conference in Europe um and the focus of our efforts initially was can we get people from around the world to talk about how how we could instead of just having people from the first world talk about how to use employee ownership to deal with our problems was like how do we generally more generally use employee ownership to deal with the crisis that capitalism was going through wow and was causing more and more people uh to have less and less so um that was the capital ownership group and um one of the things that came out of that uh was uh uh well there were a couple of things but I ended up doing a couple of Publications out of that my first publication on employee ownership was in 1981. okay and it was uh about a hundred page law review article called Union experiences with with worker ownership and I've got a very long time esops KOA esaps Chase apps I don't know all the difference but it basically was um I think the first real work in in American law on uh what the issues were for unions to help workers do worker ownership and so the first half of it is uh some examples examples people probably don't even know about anymore like wrath packing and various other companies that I can't remember off the top of my head it's a 1982 Wisconsin law review article if you go on my website yeastabloid.com you can find my Publications but anyway um the second half of it was really a discussion of all the various legal issues involved for unions and trying to help worker ownership so in in 1981 when this was published I was sitting in a very lonely corner of employee ownership and unions basically there was maybe one or two other people there now I am I am very pleased to say the U.S Federation of worker co-ops has had a Union co-op committee for the last at least 10 maybe 15 years um and more importantly there are a number of international unions that are creating strategies significant strategies that are both worker ownership strategies and social justice strategies um using worker ownership and um the UFCW and the service employees union are two that are really doing a lot of that I happen to be working right now with a program with um uh the United Food and Commercial Workers where in the Cannabis industry they are working in various States uh first of all they've been organizing the Cannabis industry for about 10 years but also they've been working in a number of states um to get very Progressive laws that provide not only you know now that they're legalizing cannabis that have set asides for dispensaries for worker co-ops set aside for dispensaries for social Equity companies meaning companies composed of people who've been hurt by the War on Drugs which generally means people of color in communities that were you know hurt by the war on drugs and also labor peace and so the first of these that is going on right now is in Rhode Island um Rhode Island has a law where they've got a very Progressive law and one of the reasons I got this very Progressive law there was a coalition of um there's a coalition of activists including incarcerated and a number of community organizations so there's something called reclaim Rhode Island reclaim wow and they're this it's part of a reclaim organization students around the country but anyway it so happens this is sort of we're doing this pilot project right now which is helping the first group the the law has been passed the commission is still in the process of setting up its rules but for since January so it's now almost the end of July we've been working with a group of six people from the Providence Community all people of color a number of them previously incarcerated to set up a um a cannabis dispensary and they've been getting the kind of support the surrounding support from a union that is absolutely necessary for a startup like this in this industry there are lots of big players so I'm mom and pop startup a worker-owned startup is a very very hard thing to do so however in places like Mondragon and I don't know how much you people know about Mondrian but in Mondragon they've made it possible because they have a whole support network that then that provides help and the United States we've been trying over the last 40 years or so to create similar networks so one of those networks the Cincinnati Union co-op initiative which is now called Co-op Sensi it's also affiliated with it's our Harvest is a union worker Co-op that works with the UFCW and so they've been around for about 10 years one of the things that happened here is that so the the UFCW got involved with this group um local 328 uh persuaded the it's the New England District whatever their district is come up with the money to hire a full-time organizer to work with the not just this Co-op but there are six co-ops that will be possible under this law with set-asides for worker co-ops okay and so they've got a person who is essentially working for the union but as a co-op organizer okay and so first of all Co-op since he gave these folks 14 weeks of free training in their training program on how to be a worker Co-op okay since then we've been working with them the union and its staff and myself as a volunteer also because of my long relationship with UFCW um to work through their bylaws and help them find develop a business plan and do all the things that they need so that when it comes time to applying for a license they will be in a position to have a business plan and be able to go ahead and do it and the hope is that this will be replicated probably the desire is to make at least six of these in Rhode Island because they're set aside for six of them but also um there is interest in doing this in many places in the country and the UFCW has already has is doing this at various levels in five or six states okay so what to me is very important about this is for years and years and years I have been having conversations with the labor movement about worker ownership is a different strategy for organizing workers and protecting worker rights so you know collective bargaining is great and having new contracts even in co-ops is a great idea but worker co-ops need other things but a lot of the other things they need are some are things that that International unions are in a good position to provide in terms of uh connections uh assistance getting apprenticeship programs understanding how to work in political system and having access to professional people like me I mean because guys in Providence would not have known that I was available and I became available to them because Dennis Olson who is the person in their International Union who's been the most promoting employee ownership I've been working with him on a lot of things and he said hey this is this is beginning to happen you want to work on it I said yes and said oh by the way we're having money to pay you I thought well um okay fine I'll do this anyway because it's so important to me to see something like this succeed yeah I'm very happy working on that so [Music] that is sort of a side note which is sort of says Where I Come From is I I want to help Empower working people okay more control over their lives wow I've been a union person I I from the time I was very young beginning about age 11 I was involved with a co-op that I'm now on the board of and so it was a education Recreation Center that among other things had summer camp a lot of other things but in that process it was about social and economic Justice Earth stewardship peace and teaching cooperation as a way of life I think one of the reasons why I always thought it was possible to help make worker ownership happen is because I was brought up with the idea that cooperation is not such a hard thing to do it's a normal thing yeah okay so um [Music] the other thing I guess um I I just wanted to ask you um just to clarify to the audience this work that you're doing the way I'm hearing you is that it's it's it's actually very strategic because you are uh and and it's full circle for you right I tell you why because you're now looking at using taking this strategy to the next level where it's not only about you know cooperation and cooperatives or even the six principles of um cooperatives but you are saying there is also value in um sort of Cooperative startups right and how to do that in a systematic and um in a way that will result in more successes than failures because is that it's extremely important to have a support system surrounding worker co-ops if they're going to thrive um and that's one of the things that for example the Ohio employee ownership Center worked on by having an employee on network of companies that met with each other and got education together the veoc is similar to that and uh so the fact that you have to have this kind of support system um to really make this viable it's like okay now we've found a way there's there are a couple of large International Union institutions that say yes we see why this is a strategy that is useful to us in helping workers have more control over their lives and the Union co-op Arrangement is uh something that makes sense and there's and I could go into a whole explanation of that which I won't right now because that's another story but um it's become clear to me that that there is no other institution around that's available to help workers create such co-ops and the other thing that's important in the Cannabis industry right now is that this is I think the first time laws are being created that are looking at racial Justice in a different way than we have looked at it before ever in the United States so that in a lot of these States they're saying the War on Drugs was particularly hard and made particular negative impact on communities of color so therefore when we make these dispensary licenses available we're going to have set-asides for people from communities of color and also worker co-ops and also set aside some money to help these uh social Equity businesses sort of impacts of the social justice piece of it yes is what is critical here really addressing it and say okay so this is what has been created by the war on drugs and we have these people who have generally in the past been unemployable right so now how do we address this using the same strategy that um you know we've been working on with um unionized uh core worker co-ops um but bringing it from that perspective it makes sense and I I understand why you're saying this has not been done and it hasn't been on and so for this to be this is why I am so excited that I am having been in this field now for 44 years to be alive and to be able to participate in the situation where from the in very early on people were saying what are you talking about unions and employee ownership that doesn't make any sense now it's like people understand that and and now there is you know some serious strategy that has important social Equity implications social and racial Justice Equity implications which I think is just extremely important so I'm very happy to be part of that now that's really just part of what I do because yeah that's fine so um you were not talking about your work with uh esops yeah so so um I started working with esops because that was the tool available at the time and in the 1980s I was working with a number most of the industrial unions the United States most of the CIO unions yeah some of the AFL unions but many of the CIO names the UAW this machinist the steel workers the food Commercial Workers many of them the webcast yeah basically as as employers were trying to divest themselves of businesses there was a period before we got into competition with the Chinese when just getting rid of the getting the owner out of the picture left enough profit margin for you to have a profitable company a profitable employee-owned company then when the Chinese got into this when the Chinese competition started coming in they were competing at such low wages that other strategies needed to come in and that's really where um it became necessary to think about okay what else is there besides just taking over these older companies so anyway um so my focus throughout has been how to create employee ownership that works for people that works for the selling owners that works for the workers that works for the union that enables people to really have a say in their business because esops have been used in some instances in a very Insidious way not basically just to benefit selling owners at the expense of uh a lot of other things so the the projects I worked on were really sort of focused on you know helping helping unions negotiate if there was going to be a sale to get the best partner in ownership that they get down wow okay so that was and so and I have had some you know ESOP clients for for many many years and uh like for example uh uh Maryland Brush company was an employee-owned company for about 28 years did they just it was it's they sold the company a couple of years ago because they finally had they finally had a competitor who was eating their lunch but okay that Pro that kept people working in the oldest Factory in the city of Baltimore okay for 28 years and they made good wages and when they when in the end the company was sold the employees got their chunk of what there was to get wow you know so you know and I have been in situations where um I'm in situations where where there's been litigation around people's kind of swooping in using an ESOP to buy a company from a widow stripping out the pension to buy to pay for the debt and then having the workers have no pension I mean terrible things like that wow anyway but that's but most maybe I shouldn't even talking about that right now so esops are a very good way to do employee ownership if you are a big enough business to be able to afford there are many many wonderful tax benefits but esops were created as a part of the national pension law okay so they were created to provide benefit to workers as retirees but not necessarily as workers and so among other things the the fiduciary the trustees of an ESOP have a fiduciary obligation to look out for the best interest of the participants upon their retirement not necessarily keeping them in their jobs okay okay so it's not immediate um benefits it's more long-term well I mean there can be a lot of immediate benefit all I'm saying is the outcome of that particular way of setting things up is that it made esop's um subject to getting raided by Venture capitalists oh so that in even though employees might become owners of the company if somebody else made a very high offer that was much higher than the ESOP value the trustees would feel a lot of pressure to take that price oh okay okay at which point you no longer have employee ownership okay gotcha okay so that's one reason that's one of many reasons why you know there are a lot a lot of people who've said worker co-ops are you know better thing I don't have that I've helped people set up worker co-ops uh I felt them set up um he saw a multi multi-stakeholder co-ops one of the difficulties with with worker co-ops has been it's been hard for them to get financing that's changing um my view is that I'm a lawyer all tools are useful tools you use the tool that fits the job you know you don't have if you don't have to come to me and be in mail because I don't I have more than a hammer screw again any kinds of tools and the tools are you know there's esap and there's cooperatives I'm going to be borrowing that from you because I I feel like I totally relate um in terms of the way I think like I whatever two is gonna help achieve um you know what needs to be done right and there has been a lot of yeah a lot of debate in the employee ownership Community about esap good co-op they're all tools however there's a tool that we've borrowed from the British that we have no tax benefits for yet in the United States that is turning out to be very useful okay to a lot of small business owners who are just too small to be able to the problem within ESOP is that in order to get the tax benefits you have to do something fairly complicated okay and you have to be spending money on it as a significant level every year for the reporting and the valuation yeah so employee ownership trust is essentially a much simpler thing it's created under State trust law not in every state in the country it has a law that's good for this because most states in the country have laws that have rules against perpetuity so you can't make a Perpetual trust okay but there are a number of states through which you can make a Perpetual trust and the idea of an eot is essentially an owner who wants to sell their company to their employees in such a way that it will stay employee owned it will stay in the community wow and and Adventure capitalists can't just come along and say well I would like to buy it and there's a trustee who says well I gotta sell to you with an eot that's not the case it's like the trust does not have to sell it's like okay the purpose of the trust is to keep this thing employee owned and operating in this community in perpetuity wow and so what most uh small businesses uh want or small business owners they are worried about the Legacy they are worried about the community the workers so the eot I really want you to explain how this works so that if there's anyone who's been thinking ESOP is not a good fit for me um worker co-ops not a good fit um I I feel like you should really spend yeah so eot is basically so it's essentially setting up a trust so that these the owner sells or gives the company to the trust usually sells yeah so then the trust has a debt to the payback the owner yes usually that debt is paid out of dividends on the stock that's now in the trust which means you have to have a company that's producing enough I mean the the I would say in general with employee ownership the company is buying itself one way or another okay you have to have enough Revenue enough profitability that you can take out the money to buy the company from the owner particularly the owner wants to get paid you have a debt to pay the owner you're going to have to be paying the owner over some period of time um and then you know you also want to be able to have employee ownership a difference uh technically in terms of an eot is that the employees don't own the stock they are beneficiaries of trust just as in esap's the employees or beneficiaries of a trust all of their their right to control the company their governance rights are in the trust document and to some extent in the Articles and bylaws of the corporation okay mostly in the trust document okay the profit sharing is generally done as a regular profit sharing plan through the company because it is more tax efficient for the profit sharing to go through the company and it makes things less complicated if you start running the profit sharing through the trust then you're paying tax the trust level and that's not a good idea it's more expensive um so uh and these can be because because you're just dealing with creating a trust under State trust law if you have a state that allows you to make a Perpetual trust so I'm a I'm an attorney in New Hampshire Michigan and um we've been licensed in uh Wisconsin Illinois uh and Arkansas um but my current licensing is Michigan and New Hampshire and um New Hampshire happens to have a very good law for creating employee ownership trusts and so what we do in this in my practice is we use the New Hampshire law because we understand it and um uh we're trying to make employee ownership as efficient trying to make an employee ownership plan that is as uh economically efficient as possible for the owner yeah so um you know we basically uh get together with the owner we find out what it is they want to do I mean people have different kinds of needs some people there's one owner in some situation there's there's multiple owners in some situation there's family members you know so you have to sort of work out as you're working out how you're going to do this trust how you're going to deal with the fact that some people might want to sell now and some people may be selling later and how are you gonna how are you going to manage to deal with the value of selling now versus selling later Etc than many things like that but the simplest ex the simplest description is if you have one owner the owner um some stuff that they price to sell to the employees now there is no law that says in it for esops there is a very strict Department of Labor set of rules about how you do valuation for ESOP that does not apply to an eot however okay um I will not do an eot unless I feel like the value is is reasonable for the employees so when I talk to owners who are like initially my clients although again when when I am hired by uh business owner to provide an eot I usually say well although you are hiring me the company's hiring me but the ultimate client is the employee ownership trust even though it doesn't have anybody in it yet at the moment yeah but it's you know but it that's the entity that I'm working for because you owner have your own lawyers and your own accountants and we are two parties to this transaction so you're selling to the employees okay usually that's not a problem uh frequently owners have a pretty good understanding what the value is or they can figure that out but what they don't have to do is they don't have to pay 15 or 20 000 for the kind of valuation you need for a Nissan okay you know a reasonable evaluation for a lot less than that okay methodologies are using um LA cafe market price valuation usually I mean that's um in in any given industry there's generally a multiple of sales or multiple of earnings that's used as you know in our industry it's 5x or okay 3x or 10x that's good information so usually that can be figured out relatively easily okay and then uh so far we have been doing these with with owner financing um it may be possible to have financing through other sources of when I was at your conference I talked to several people who sounded like they might be willing to do that yeah um but you know so what's happening is over a period of time um the owner is selling his or her interest to the trust and over a period of time the uh employees are getting increasing rights to have say so about things like electing the board electing the trustees and other sort of things having to do with how the company will be run okay there's it's not a cookie cutter thing that can be done in a number of different ways um uh but I mean I have a method that I've been using for the last few years and um one of the things that I've discovered is after coming up with the legal documents we usually create a launch guide that sort of because we don't have a requirement for a summary plan description create a launch guide that basically says this is how it works and one of the things about having a Perpetual Trust is that you have trust protectors okay the way you protect the Perpetual whatever it is that the the owner wants protected forever nobody lives forever and so you have to have a system and you have to have a rules for how you're going to have a a liquidation usually we have a purpose protector liquidation protector there are various kinds of truss protectors and again it depends on the particular situation but that's the mechanism for keeping the Perpetual part of it happening and then the other thing that's very different from ESOP and eot is the difference between employees getting their shares at a value pegged against the the market versus simply pegged against the profits of the company so for example in a co-op what workers get in a co-op at the end of a year is their patronage dividend their portion of the profits of the company and in co-ops the uh that portion which becomes a qualified uh qualified patient dividends that goes to the employees the company the co-op itself does not pay taxes on that portion which is retained by the co-op the co-op does pay taxes on at a corporate level but so what's what the what the employees are getting in their patronage accounts is their portion of the profits in a given year okay okay in an ESOP the value goes up every year based on the market so in other words if your company gets pegged against all the other companies in your industry okay this is one of the things that creates a problem in esops called repurchase liability because public companies that had esops publicly traded companies don't have to buy the stock back from the employees because there's a there's a market okay but privately held companies which is all the ones I've ever dealt with okay you know uh are have the obligation to buy the stock back from the employees okay um and so the problem is it's not just profit sharing it's like if the company has been doing well yeah and they are in comparison to their industry you know doing well growing whatever it is their value can keep going up and up and up and up and as more employees get closer to retirement age there's this increasing amount of the company's resources that are tied up in cash that is needed to pay repurchase liability sure and I know this well not only as a lawyer but I was a board chair of a very successful 100 ESOP company for 10 years and I was involved with the company as it went through the process of figuring out okay our repurchase liability is getting really big and we have other needs we need to diversify our products we need to put money into product development we need to build a new Factory yeah and how do we balance these things so trying to find a partner who wants to be a minority partner an employee-owned business will give you money to do those things is not an easy thing so it is not unusual for some employee own for some esap companies to be forced to sell because their repurchase liability is so much or because a venture capitalist comes along and say ah we like yours we'll pay three times what your value is yeah but in an eot as in a co-op that's not what's happening what's happening is it's it's explicitly not a pension plan it is something that allocates profit sharing every year amongst employees based on whatever the company sets up as a profit sharing plan whatever their their priorities are whatever their criteria are that's not something that there's nothing in eot says what that has to be okay so we're saying that the way in which the Alex in way in which the company operates as a company that is for the benefit of the employees is that it has a profit sharing plan that shares profits with the employees in some sort of Equitable way okay but what that means is in any given year if there's a profit the employees get some of it now in the initial years when the company is being purchased by the by the trust by the trust yeah in the transition that's on the stock there may not be a lot of money left for the employees to have okay distributions they usually they try to set it up so that even while they're paying off the owner there's some distributions but it's once that that note is paid that's really when it becomes significant and then what you're saying is every year The Profit that's not needed to plow back into the company is allocated to the employees as annual profit sharing so they're getting this distribution annually um which a lot of people appreciate as opposed to having to wait till they retire particularly if they're 25 years old in retirement is at age 62. for retirement in an eot or worker Co-op or not it's like people need to have a company needs to have a retirement plan okay all right the the employee ownership should not be the only retirement plan because that's putting all your eggs in one basket I've just learned that uh recently that yes so most uh companies that are 100 employee owned also have a 401k as well as that you saw is the right time right so you need to have something else that's a pension plan okay you know but the the difference here is because um in our culture particularly with the Silicon Valley and all that people are very used to the idea of people getting stock options okay stock options are based on the market yeah so it's when you get a stock option it grows as the market grows yeah you know yeah um that's not what's going on in an eot an eot you're not getting you don't have a share that increases in market value what you're getting instead is you're getting profit sharing at the end of this year and then that's that and then next year if there's profit you're getting profit sharing from that year but you don't have a share that at some point you could sell for some huge price because that's not how it's set up okay once of the years when you have losses what happens what years when you have losses there's no profit sharing okay okay I'm just gonna get myself some more water all right so we just going to be waiting for day but I think what is coming out of this is the same thing that happens the same thing that happens in co-ops you know there's profit sharing when there's profits and when there isn't there isn't all right gotcha and in some instances when there are losses in a co-op the the member accounts may have to take the losses they try to have that not happen okay great but the one thing though that I also want you to just quickly cover is very Pub is uh participation employee participation in terms of um the governance and control of the companies in ESOP eot and just for you to give that and work a call okay okay yeah to give them in co-ops there's sort of a one worker one vote idea okay and that's one of the reasons why it is sometimes hard for an owner to get comfortable with selling to a co-op because they're not sure they want to give away that much control in the beginning okay although there are various ways to do that they don't you know I'm not going to go into all that I'm just saying that's one of the things for code okay esops the law says all you really have to do in a closely held company meaning not a company that's not on the stock market is provide employees with the right to vote on any sale of substantially all the assets of the company okay merger acquisition or sale of all the assets of the company it doesn't give you a right to have votes on the board directly this is where the kinds of esaps I've set up have been very different I've been setting up the esops I've set up in the union situations and situations like Maryland brush there's been workers and and the union have representation on the board of directors um and it's done in various ways um so we'll if the company has a culture we it's inclusive and uh once workers do we have some form of participation then it would follow that the Esau would have those types of um mechanisms okay so culture let me just say they don't need to have a board representation by employees I just want you to make it clear so I I I want to say something about the word culture mm-hmm or this Corey Rosen once said something I thought was great he said a sense of ownership is like a sense of dinner okay okay so it's like either you give people something that's real or you don't so if you're giving people some some right to have a say about something you know it's one thing to have a suggestion box or to say my door is always open it's another thing to have a process that says when we make this kind of decision these are the people who are involved in the process so and if a company that I was involved with for a long time I was involved in helping create a decision-making system on 79 different kinds of decisions about who who initiated uh action on those things okay who had input who was involved in the decision and if there had to be ratification like board or something who ratifies it so that's sort of a very a very developed system of that so I think that the thing is if you have a participatory culture yes I'm not quite sure what that necessarily means but if you really want participation you have a system that says we have an organized way in which we actively seek people to be involved and we ask them to do particular things and we have a way in which they get listens to that we that we that we sort of practice or I'm trying I'm trying to thinking it's like that that which you count okay is what really sticks so it's like if you're saying we're we're we we have this metric for ourselves or the standard for ourselves and that's how we make sure that this really happens okay so in um in in many ESOP companies there are esap committees there's participation there's some very very participatory companies it's generally not so much in the legal governance okay eot has more of the participation in the legal governments governance because that's the whole thing that makes it I mean the only thing about the the only thing that makes the the thing that makes the eot and eot is that it has Provisions for workers to have rights in the government system wow okay um and the money does not flow through that the money flows entirely through uh profit sharing profit sharing which is a separate channel so um I'm not sure what question I was answering here but that you know in terms of their participation um I mean there there are uh there are a lot of very good systems of participation I mean the open book management is one of them many ESOP companies use open book management co-ops use open book management I mean the idea that the people who do the work should understand how does my work contribute to the bottom line how do I how do we measure that is there some indicator that I see every day on the wall yeah or on my computer that says yeah we're doing well on this thing and this thing and that means you're going to have the company's gonna make money and you're going to get profit sharing yeah we're not doing too well on that um so it's a matter of people need to be able to understand how the work that they do matters they also need to be able to understand uh how their work impacts other people's work yeah yeah and the more that yes that you have an organized system for people to uh make that known I mean there are a number of systems you're doing that I'm familiar with sociocracy but there are many other ways yeah okay great I I really loved this discussion and I hope people would take time to listen to it um I just wanted to uh thank you for today and also to just highlight uh the future series uh taking on some of the things that you have said you you spoke a lot about um uh company sorry I'm looking at my notes a company buying itself right um I I loved that language that you use because anyone can relate because one of the questions that um especially business owners ask is what is this employee ownership and I think we we as practitioners or the ecosystem participants we make it difficult by using all these acronym ESOP eots worker Co-op and I think Deb is done such a great job in explaining those um three and also work that she's currently involved in where I find it resonates with me um is using employee or sponsorship not just as a sort of uh work um worker strategy you know like to um sort of complement collective bargaining and all of that but to use it also for social justice I love that piece and I think that um besides me and them being Mom of twins I think we we click on that um because for me it was when I was chatting to them prior it was the first time I met someone who understood how we can use employee ownership um to achieve social justice and you know some of the equity goals that we've been struggling with even like gender Equity yesterday I had a conversation with a 100 employee on company in the construction sector and we were talking about that and and sometimes I can see how people struggle to see that that piece of using um worker co-ops the way you want to use that as a strategy to address more system unique and structural issues that we have all really battled with um and I'm so excited about this YouTube series and I wanted to also think can I just say one more thing first of all business owners out there yeah well I am licensed in Michigan and New Hampshire I've done this work all over the country okay um we work with local lawyers to whatever extent we need to to deal with whatever the local law issues are so we can use a New Hampshire eot any place in the country okay um secondly uh my website www.esoftlaw.com esoplaw.com there's a lot of examples in it so one of the things you will see when you go on this is explanations of all of these different ways of doing this but also a whole set of um uh case studies okay that are described in various different ways in various different categories that say well this is you know this is a an owner-led one this is a union-led one various kinds of things um and uh so um we are available oh I'm gonna give you my phone number too oh yes you can play three one three three zero zero six five one seven but if you won't vote for me online you'll find me can you go for it again just your number yeah then the phone number is 313-300-6517 and the uh website is e s o p l a w.com all right agreed so thank you to everyone who's listening and Deb I'll connect with you on my research my thesis I'm excited to have you in my corner and um I also wish you well with the Rhode Island project and uh eotes I feel that there are such a viable And Timely um strategy to promote broad on abroad based ownership and just shared World in general so thank you so much and have a great day I will catch up with you later on Via tapes thank you Eliza and thank you also to the Vermont employee ownership Center for doing this work and for all the work that the Vermont Center has been doing for all these years which has been superb and moving the movement yes and I always think you direct anyone to the the employee ownership Center