The federal government has passed some new legislation that will require small businesses to report personal information about the business’s owners to a database controlled by the Securities Exchange Commission. The legislation is called the Corporate Transparency Act (the “Act”), adopted as Title LXIV (64) of the 2021 National Defense Authorization Act. The purpose of …
Forming a business
Voting Structures for Businesses
All corporations and cooperatives have some sort of democratic model for decision making. There are two major voting structures for all businesses. The first: “one share, one vote;” means that an investor gets one vote for each share of a company they own. The second: “one member, one vote;” means that each cooperative member or …
Use of the term “Cooperative”
Edited June 26th, 2020: An earlier version of this blog post implied that only organizations incorporated as cooperatives under Massachusetts law may use the word “cooperative.” This post has been edited to accurately reflect that other businesses may use the term if they distribute earnings consistent with cooperative law. Entity formation is often the first …
New Models for #platformcoop Design, Part 5: Reciprocal Ownership
In this series so far, we have analyzed the potential for a sistered for-profit entity and cooperative entity to separately optimize for financing and member-orientation. Since publishing this series, I’ve received some good feedback from readers. Some have asked about additional terms and benefits that could be designed into the TechCo – Cooperative “pre-nuptial” agreement. …
New Models for #platformcoop Design, Part 4: Option B – The TechCo and Co-op Marriage
Click here to read the previous post in the series, Part 3: Option A – The Integrated Tech/Data Cooperative In light of the design and practical challenges that face certain kinds of #platformcoops, we have re-incarnated a traditional private equity strategy that houses different operational functions within separate legal structures. I call this the “TechCo …
New Models for #platformcoop Design, Part 3: Option A – The Integrated Tech/Data Cooperative
In the previous blog post, I used real estate development as an analogy to illustrate a #platformcoop. In this #platformcoop model, the technology architecture is developed, funded, and deployed within the same legal vessel as that which processes, distributes, and monetizes the throughput data. The tech platform is owned by the same stakeholders as the …
New Models for #platformcoop Design Part 2
Click here to read the first post in the series, The Marriage of TechCo and Co-op. If traditional tech platforms are generally designed to maximize liquidity value, and cooperatives are generally designed to maximize use value, how can the #platformcoop movement successfully blend both models to meet the needs of all stakeholders involved? We think one …
New Models for #platformcoop Design: The Marriage of TechCo and Co-op
Over the years, we have advised our clients on dozens of #platformcoop designs, formations, and fundraising campaigns. While the cooperative structure has been used for decades as a legal vessel for both collective asset ownership (e.g. affordable and market-rate housing, commercial real estate, electric generation and distribution, manufacturing, processing, etc.) and for collective distribution access …
Mission Protection for Traditional Companies – Blog 2, Voting Trusts and Agreements
In our previous blog about mission protection for traditional companies, we discussed how golden shares, a type of share with special voting- or other rights, could be used as a tool to preserve an entity’s social mission. In this blog, we discuss voting trusts and voting agreements as another mission-anchoring mechanism for a tradition entity …
Employee Ownership Models
8/10 baby-boomer owned businesses has no succession plan. Nationally, less than 25% of businesses valued at less than $1M can find a buyer. We are living through the largest wealth transfer in human history. In this presentation, Jason Wiener explores the structures and mechanics of converting a small business to employee ownership. The presentation focuses …
