Home » Blog » Archives for Jason Wiener

Author: Jason Wiener

Limited Cooperative Associations and Early Stage Financing

Cooperatives are the original social enterprise business model and Colorado is emerging as the “Delaware of cooperative law,” thanks in no small part to limited cooperative associations (LCAs), authorized by C.R.S. Title 7, Article 58. The limited cooperative association is a relatively new entity type, adopted in Colorado in 2010.  It offers a balance of flexibility, self-determination, cooperative identity and fundamental protection for the cooperative principles and economic structure. As of 2017, LCAs can also elect the protections and privileges of the Colorado Public Benefit Corporation Act.

LCA’s, like traditional cooperative corporations, are for-profit member-owned business structures that also subscribe and adhere to seven widely recognized cooperative principles.

Benefits

The cooperative and LCA model leverage certain unique theoretical and empirically proven advantages (see references one, two, and three), including:

  • Stickier relationship between user-customer-members and platforms
  • Greater user trust, based on data protection, user-member centricity
  • Higher success rate (lower failure rate) over long-term
  • Higher customer retention rate when ownership is shared
  • More resilient business models through economic cycles
  • Lower workforce attrition rates and higher employee morale
  • More stable governance
  • Alignment of interest between members and investors
  • Tax efficient as primarily pass-through entity for tax purposes
  • Leadership focused more on producing long-term value to co-op’s various stakeholders
  • Distributed capital and equity base creates motivated network of user-members
  • Stabilize and increase positive economic impact in communities
  • More transparent and democratic decision-making processes de-risks strategic maneuvers
  • Longer-term horizon and non-liquidity based options available for equity redemption and planning purposes

Investments and ROI

Like traditional corporations, public benefit corporations, or LLC’s, LCA’s can generate returns for investors.  LCA’s operate with pluralistic purpose, for the benefit of members, to generate a profit, and to tend to the interests of other stakeholders, including investors.  LCA’s distribute profit to their members on the basis of “patronage”; the value of goods or services contributed to or purchased from the LCA, and to investors based on the relative amount invested.  Subject to certain limitations, LCA’s can generate returns for investors based on profitability, distributions on profitable asset sales, refinancing, or through a liquidity event.  LCA’s, as member-owned and democratically-governed entities, seek to grow and operate sustainably for the benefit of their members, and thus do not set out with the objective of demutualizing or undergoing a liquidity event. Consequently, the primary mechanism for generating a return on investment is through sustainable operations and profitability.

 

Financing Examples

Traditional and mature cooperatives have tended to finance operations and growth using a preferred share that earns a target, non-cumulative, non-guaranteed dividend over a minimum holding period of between five to ten years.

More recently, multi-stakeholder start-up LCA’s have been using revenue-based financing mechanisms to raise capital, offering investors a return of up to a multiple of 1-5x the original investment, or a fixed percentage of profit for a fixed duration of time.  Once the cap is reached, the shares are treated as automatically repurchased. These instruments are sometimes called demand dividends.  Even Silicon Valley and New York VC’s are catching on to revenue-based financing and alternative business models as a way of helping to build a more sustainable and healthy business.

Non-exhaustive list of examples of seed-stage investment terms based on recent offerings.

Equity equivalent investment type:“Capped Return, Self-Redeeming”“Profit Share, Self-Redeeming”“Hybrid Profit Share – Capped Return”“Target Dividend”
Original investment (e.g.)$500,000$500,000$500,000$500,000
Return3x cap, no pre-set profit allocationX% of profit for 5-years.Greater of Cap or X% of profits for 5-years, with true-up within 90-days of 5-year anniversaryTarget 5-8% annual dividend (non-cumulative)
LiquidityPriority distribution of Cap, less prior distributions before any distributions to membersX% of positive proceeds after debt.Greater or Lesser of Cap or X% of positive proceeds after debt.Priority distribution of original purchase price plus declared but undistributed dividends.
RedemptionAutomatically redeemed at CapAutomatically redeemed as of 5-year anniversary, subject to true-upPut option at 5-year anniversary. Call option by Cooperative at any time.
Transferability/

Resale

NoNoNoNo
“Bandwidth” for realized ROIDiscretionary cash flowX% of profitGreater of discretionary cash flow or X% of profitAfter-tax net income

 

PR: Tonya Price Promoted to Associate

FOR IMMEDIATE RELEASE 

                                                                                  

June 4, 2018 

CONTACT: 

Jason R. Wiener 

Jason Wiener|p.c., a public benefit corporation                                                                                                        Linda D. Phillips 

720.445.6860                                                                                                                                                                                         303.355.0401 

jason@jrwiener.com                                                                                                                                                                       linda@jrwiener.com 

www.jrwiener.com                                                                                                                                                                           www.jrwiener.com 

 

Tonya Price Promoted to Associate  

 

Jason Wiener|p.c., a public benefit corporation, is pleased to announce the promotion of Tonya Price from law clerk to Associate, effective immediately. 

 Ms. Price is a summa cum laude graduate of Michigan State University College of Law.  She recently passed the uniform bar exam and will be sworn in today by the Colorado Supreme Court.  She believes that “the only way to remedy the growing inequality in the U.S. is to make business work for the many by creating models that consider business’ impact on employees and communities, not just shareholders.” 

Her focus on a more just and equitable economic paradigm will add value to the firm’s clients, says Jason Wiener, Principal. “As a founder, it’s always difficult to share stewardship of a vision and purpose with others. With Tonya, it hasn’t been a challenge at all. Tonya gets it; she came in with strong purpose alignment and a strong foundation of skill, competence and capacity for growth and training.” Linda Phillips, Senior Of Counsel, echoes those sentiments:  “We’re so delighted to have Tonya become a formal member of the team, bringing her boundless energy and vision for social enterprise and cooperative businesses and ideals.” 

 In her emerging practice Ms. Price will work on public benefit corporation formation and conversions, cooperative design and formation, compliance with the General Data Protection Regulation, employment issues, and other areas of law that support mission-driven companies and social enterprise. Her full bio is here.   

 # # # 

 

Press Release: Leading Colorado Cooperative Business and Sustainable Economies Law Practices Join Forces

FOR IMMEDIATE RELEASE

Jason Wiener|p.c.                                                                                     

 CONTACT:

Jason R. Wiener

Jason Wiener|p.c., a public benefit corporation                                                   Linda D. Phillips

720.445.6860                                                                                                     303.355.0401

jason@jrwiener.com                                                                                          linda@jrwiener.com

www.jrwiener.com                                                                                              www.jrwiener.com

 

Leading Colorado Cooperative Business and Sustainable Economies Law Practices Join Forces

 

The law practices of Linda D. Phillips and Jason Wiener are merging effective April 1, 2018, to scale client service, capacity, training, and impact for the firms’ collective work with cooperatives, social enterprise start-ups, sustainable growth companies and mission-oriented businesses.  Jason and Linda have been collaborating for close to a decade. In that time, the shared ownership and cooperative movement has expanded significantly.  The two attorneys will merge their practices and continue the process of building a team of dedicated, talented, multi-faceted and purpose-filled attorneys.

The merger of Phillips Law Offices and Jason Wiener|p.c. coincides with the rapid growth in purpose-oriented start-up law work, shared ownership conversions of growing and mature transitional businesses, and alternative and non-extractive financing for small- to medium-sized businesses.  The combined firm will offer higher level resources and services to the growing craft beer and beverage, renewable energy, technology, agriculture and small producer, housing and real estate, and co-working sectors, and to other worker and multi-stakeholder owned businesses.  The firm has attorneys licensed in Colorado, New York, Massachusetts, Connecticut (pending), and South Africa, and serves clients in more than 21 states and 4 countries.

Linda and Jason will collaboratively train and lead a team of junior and mid-level attorneys and staff.  The firm is committed to self-management principles and transparency.  The firm has begun open management and collaboration practices, including regular internal discussions about client service, core values, financials, and business development.

About the merger, Linda says “it’s exciting to become part of a team that shares my passion for advancing cooperative business models and helping businesses realize their visions through proper legal and management structures.”

Jason says “We are tremendously fortunate and honored to leverage Linda’s experience to bridge three generations of Colorado cooperative law and to offer such deep business law expertise to our current, new and prospective clients. Linda’s addition to our team will also help train the next generation of cooperative and sustainable economies lawyers.”

# # #