创造共享价值：员工持股投资机遇投资者指南

An Investor Guide to the Growing Employee Acknowledgements This report was authored by Noah Klein-Markman for MSI Integrity. MSIIntegritycommissioned the author’s research and writing, and provided feedback, editing and This report was supported in part by the MacArthur Foundation, the Omidyar Network, and theRockefeller Foundation through their support of the Catalytic Capital Consortium Grantmaking, Citation and Attribution Noah Klein-Markman, Creating Shared Value: An Investor Guide to the Growing EmployeeOwnership Investment Opportunity, June 2023. This report may be shared or adapted with attribution under Creative Commons Attribution 4.0International (CC BY 4.0). Disclaimer All information contained in this report is for purely educational purposes, and it is not meantto provide specific investment recommendations. All information on specific funds has Design and cover art by Carmen Guan. Contents ACRONYMS EXECUTIVE SUMMARY INTRODUCTION UNDERSTANDING THE PROBLEM METHODOLOGY, TERMINOLOGY, AND SCOPE PART 1: EMPLOYEE OWNERSHIP: A CRITICAL TOOL FOR INVESTORS SEEKING TO A. The Societal Value of Employee Ownership1. A Direct Strategy for Fighting Economic Inequality2. Significant Potential to Address Racial and Gender Wealth and Income Inequality3. Improved Job Security and Job Satisfaction B. How Can Investors Integrate Employee Ownership into ESG and Other Impact-Oriented 1. Direct Investment2. Disclosure3. Engagement and Shareholder Proposals PART 2: CONTEXT:EMPLOYEE OWNERSHIP STRUCTURES A. What About Profit Sharing or Other Plans that Allocate Equity/Shares to Workers? PART 3: STRATEGIES FOR DIRECT INVESTMENT IN EMPLOYEE OWNERSHIP A. Conversions of Conventional Businesses to Employee-Owned Businesses1. Key Approaches, Market Size, and Trends2. Traditionally Financed Employee Ownership Conversions: Seller Financing and SeniorDebtSpotlight: CFNE Helps Liberty Graphics Convert to a Worker Cooperative3. Opportunities to Build on Conversion Traditional Deal Structure4. Emerging Conversion Deal Structures Spotlight: Blended Capital Approach of the Employee Ownership Catalyst FundSpotlight: Empowered Ventures Expands as an Employee-Owned Holding Company49Spotlight: Evergreen Cooperatives Fund for Employee OwnershipB. Start-Ups1. Market Size and Trends2. Opportunities for Employee Ownership Start-Up Finance PART 4: MAXIMIZING CATALYTIC IMPACT THROUGH EMPLOYEE OWNERSHIP A. Theories of Change B. Techniques to Maximize Impact1. Concessionary Returns and TermsSpotlight: Common Trust’s Approach to Ensuring Early Employee Benefit fromEmployee Ownership2. Early Investments3. Subsidized Transaction Costs and Technical Assistance CONCLUSION APPENDIX Acronyms CDFICommunity development financial institutionEOTEmployee ownership trust EPITDAEarnings before interest, taxes, depreciation, and amortizationESGEnvironmental, social, and governanceESOPEmployee stock ownership planM&AMergers and AcquisitionsSBAUS Small Business AdministrationSECUS Securities and Exchange Commission Executive Summary Employee ownership is awin-win solution, supported by the vast majority ofAmericans. Employee ownershipreduces economic inequalityand has the potential tosignificantly address racial and gender wealth gaps. A recent study found that if private US companies had 30% employee ownership, thewealth of the bottom 50% of Americans and the median wealth of Black households Employee ownershipcreates high quality, stable jobsand provides a foundationfor strong business performance. Employee-owned companies have been shown to have lower default rates than Job security is higher in employee-owned firms, which were 3.2 times more likelyto retain staff during the pandemic. 2A small number of companies are employee-owned at the point of formation andlaunch. However,the majority of existing employee-owned firms were formedafter an existing shareholder or founder transferred ownership to its workers. Approximately 550 conventional companies convert to employee ownership per year.Approximately half use external finance, with the remainder acquired by an existing Most existing conversions by dollar and number are traditional Employee StockOwnership Plan (ESOP) conversions, with an estimated $3–7 billion in company value The opportunity for employee ownership conversions to scale is enormous.With a wave of business owner retirements and over $2 trillion in US ownership valuechanging hands annually, employee ownership has ample room for growth within the New approaches—such as search funds, holding companies, and subordinateddebt—are unlocking conversionsthat would not be possible with traditionalconversion structures. These approaches often provide attractive terms that appeal Employee ownership start-up finance remains limited in scale, butpractitionersare developing and deploying tools that enable small employee-owned firms The main challenge in funding growth while remaining employee owned is that investor