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By: Darren Gleeman, Managing Partner of MBO Ventures
An ESOP is a way to transfer ownership of a company, letting employees become the owners instead of selling to outside investors or competitors.
Here’s the basic idea: the company borrows money to buy out the current owner’s shares. The owner gets the money from this sale and can avoid paying capital gains tax on it right away. The company itself benefits because it doesn’t have to pay income taxes moving forward. Over time, the company pays off the loan it took out, and the employees end up owning the shares, not an outside party.
This article aims to debunk some of the most common myths surrounding ESOPs and shed light on the factual aspects that make ESOPs a compelling choice for many businesses.
Myth 1: ESOPs are Managed Based on Employee Consensus
The Reality: Contrary to the belief that an ESOP company is managed democratically by its employees, the truth is that ESOPs operate under a traditional management structure. The day-to-day operations and the strategic direction of the company are still governed by a management team and a board of directors, similar to any other corporate structure. When a business owner sells their company to an ESOP, they can choose to remain in a leadership position, such as the CEO. Or they might decide to pass the reins to a qualified management team, which could include family members or external executives. The key takeaway is that an ESOP does not equate to employee-managed operations; rather, it provides a unique ownership structure where employees have a stake in the company without directly influencing its management decisions.
Myth 2: ESOP-Owned Companies are More Likely to Go Out of Business
The Reality: Studies have shown that ESOP-owned companies are actually half as likely to go bankrupt compared to their non-ESOP counterparts. This resilience can be attributed to the financial structure and incentives provided by ESOPs. The debt acquired to finance an ESOP transaction is often supported by significant tax advantages and government subsidies, making it less risky than typical private equity deals. Additionally, ESOP companies tend to exhibit higher productivity levels, contributing to their stability and long-term success.
Myth 3: A Business Owner Makes More Money by Selling to Private Equity Than an ESOP
The Reality: Not true. The ESOP advantage is largely due to the favorable tax treatment afforded to ESOP transactions. Selling to an ESOP can allow the owner to defer capital gains taxes. And the owner can defer forever, thereby retaining more of the sale proceeds. In comparison, a sale to a private equity firm might result in a significant tax obligation, reducing the net proceeds for the seller.
Myth 4: No Upfront Payment for Selling Owners
The Reality: Contrary to the misconception that ESOP transactions do not provide immediate financial benefits to the selling owners, ESOPs often involve upfront payments. These transactions typically leverage bank financing to provide cash to the sellers at closing, similar to other types of business sales. Moreover, the selling owner might also receive a portion of the purchase price in the form of a seller note, which is paid over time. The critical distinction with ESOPs is that the financing arrangements are structured to minimize personal liability for the selling owners, offering a safer and potentially more lucrative exit strategy.
Myth 5: ESOPs Suffer from Cash Flow Problems
The Reality: An ESOP-owned company that sells 100% of its shares to the ESOP is exempt from federal and state income taxes. This significant tax benefit dramatically improves the company’s cash flow, enabling it to service the ESOP-related debt more efficiently and invest in growth opportunities. The misconception that ESOP companies struggle with cash flow overlooks the substantial financial advantages that the ESOP structure can provide.
Myth 6: Stock Transfer to Employees is Not Guaranteed
The Reality: One common misconception is that employees don’t become owners. In reality, the structure of an ESOP ensures that employees are allocated shares over time, without any upfront cost to them. The process is akin to a mortgage, where the ESOP trust borrows money to purchase company shares, and as the loan is repaid, shares are allocated to employee accounts. This mechanism ensures that employees gradually gain ownership, aligning their interests with the long-term success of the company.
Final Thoughts
ESOPs offer a unique and beneficial model for business succession, employee engagement, and financial structuring. By debunking the myths surrounding ESOPs, businesses can better understand the potential advantages and consider whether an ESOP is the right choice for their future.
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