Our Partner and Shareholder, Jacqueline Radebaugh and Senior of Counsel, Yev Muchnik recently wrote this Exclusive Report: Solving the Riddle of the DAO with Colorado’s Cooperative Laws for The Defiant in which they reflect their legal analysis and anecdotal experience with DAOs adopting the LCA cooperative legal framework in the United States; as with other …
Restructuring a business
Patagonia “Exits to Climate”: A Win for Capitalism, But a Mixed Bag for Stakeholder Governance
I, like most, was delighted to read the news that Patagonia’s shareholders decided to give away ownership of the company to benefit the climate and not private equity, a strategic buyer, or public capital markets. We’ve written extensively on mechanisms for mission protection in corporate entities. It appears that the Chouinard family, which owned …
Updated Section 1042 Tax Benefits
There is a section of the Internal Revenue Code (IRC) that provides some tax benefits for people who sell their companies to either an ESOP or to a worker cooperative. This blog will explain how 1042 provides tax advantages when selling to a cooperative. If you are thinking of becoming employee-owned or selling your business to …
Selling to a Worker Coop Over Time
Many businesses are looking at the possibility of selling their companies to their employees through a worker cooperative. They have crunched the numbers, gotten the employees interested, have figured out the financing, but now want to explore the timing of a potential sale. Often there is a misconception that the owners have to sell 100% of the business in one lump sum, in …
Thoughts from a new economies’ attorney: distinguishing cooperative governing structure
In my previous posts, I discuss how traditional businesses and cooperatives diverge from a capital (and return on capital) point-of-view. Another common misconception is that cooperatives function like nonprofits, typically from the perspective of governance structure. They don’t. Cooperatives are businesses, and, as such, business principles and governance, and business governing structure apply to them. …
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 …
Gallun Snow becomes employee owned with assistance from RMEOC and attorneys Linda Phillips and Tonya Price
Member Spotlight: Gallun Snow Interior Design Gallun Snow Becomes Employee Owned! Gallun Snow Interior Design became employee owned on October 1st. The company began in 1988 and is now a nationally recognized Healthcare Interior Design firm. They have an amazing team and are excited to be able to maintain what they have built over the …
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 …
