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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 …

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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 …

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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 …

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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. …

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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 …

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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. …

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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 …

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