Arbor Assays

On January 1, 2017, Arbor Assays announced that would become the first US life sciences company to be 100% perpetually employee owned.Wishing to pass the company to its 11 employees, the owners of Arbor Assays worked with the Law Firm of Deborah Groban Olson, PLLC and the Center for Community Based Enterprise (C2BE) in Detroit to develop the financial and legal framework for the sale to employees, using a model that’s fairly common in the UK, but new to the US.The former owners continue to be fully involved in the business which will now be managed as an employee-owned business.Dr. Russell Hart, said: "We want Arbor Assays to remain an independent and successful business and were impressed by how the perpetual trust model can achieve this. Shares are held on trust permanently for all employees, rather than allocated among staff as happens with ESOPs. This means there are no repurchase obligations that can destabilize a company's ownership. Profits that might otherwise be distributed to investors are available to pay out to staff as bonuses. We hope our adoption of this business model will encourage others in the US to do likewise and for the US tax authorities to consider tax breaks to encourage its take-up, as has happened in the UK. We appreciate C2BE’s help in providing a range of talented professionals with strong employee ownership experience to guide us through this transaction.”Attorney Deborah Groban Olson, Executive Director of the Center for Community Based Enterprise (C2BE) said, “We worked with Arbor Assays’ founders and employees to explore various means for accomplishing employee ownership that would include robust employee participation in the corporate governance, avoid unnecessary regulation and costs, and keep the business independent and rooted in Ann Arbor. After reviewing a number of options, including Employee Stock Ownership Plan (ESOP), a worker cooperative and the perpetual trust methods, Arbor Assays choose the perpetual trust as the most efficient and effective option. C2BE assisted the employees and the sellers to arrive at a mutually agreed fair price, and will continue to work with Arbor Assays as it builds its employee ownership culture and systems.The Arbor Assays trust establishes proof of concept of a new method of employee ownership that other American companies can adopt. The trust model of employee ownership is long established in the UK. The UK's John Lewis Partnership, with its successful supermarkets and department stores, employs almost 89,000 permanent staff and is 100% employee trust owned. Its trust ownership started in 1929. There are many other examples that demonstrate this is a tried and tested way of owning and running a business”.C2BE connects people and companies interested in developing employee ownership with technical advisors and education. The C2BE Arbor Assays project team, including David Drews and the Law Firm of Deborah Groban Olson, PLLC, represented the employee owners in the transaction, the UK firm of Fieldfisher created the UK trust and the sellers were represented by corporate counsel. David Drews of Justus Equity, a C2BE advisor, helped with financial modeling and the valuation of the company. Mr. Drews recently agreed to serve on the Arbor Assays board of directors.Bobbi O’Hara, R&D Project Manager at Arbor Assays, led the employee group through the transaction. Initially elected as the Employee Representative, she is now one of the Company Trustees. Bobbi O’Hara said: “Making the decision to transition from private ownership to perpetual trust speaks volumes about the faith in our collective competencies and the importance in taking care of each other, not just as coworkers, but as a community with a common goal. As employees, we are excited to see how we'll shape our shared responsibility and direct this opportunity to have an impact for the benefit of us all."

Groban Olson law firm helps nation’s first “perpetually-employee-owned” life sciences company takes shape in Ann Arbor

Arbor Assays announced that it has become the first US life sciences company to be 100% perpetually employee owned, as of January 1, 2017.Wishing to pass the company to its 11 employees, the owners of Arbor Assays worked with the Law Firm of Deborah Groban Olson, PLLC and the Center for Community Based Enterprise (C2BE) in Detroit to develop the financial and legal framework for the sale to employees, using a model that’s fairly common in the UK, but new to the US.The former owners continue to be fully involved in the business which will now be managed as an employee-owned business.Dr. Russell Hart, said: "We want Arbor Assays to remain an independent and successful business and were impressed by how the perpetual trust model can achieve this. Shares are held on trust permanently for all employees, rather than allocated among staff as happens with ESOPs. This means there are no repurchase obligations that can destabilize a company's ownership. Profits that might otherwise be distributed to investors are available to pay out to staff as bonuses. We hope our adoption of this business model will encourage others in the US to do likewise and for the US tax authorities to consider tax breaks to encourage its take-up, as has happened in the UK. We appreciate C2BE’s help in providing a range of talented professionals with strong employee ownership experience to guide us through this transaction.”Attorney Deborah Groban Olson, Executive Director of the Center for Community Based Enterprise (C2BE) said, “We worked with Arbor Assays’ founders and employees to explore various means for accomplishing employee ownership that would include robust employee participation in the corporate governance, avoid unnecessary regulation and costs, and keep the business independent and rooted in Ann Arbor. After reviewing a number of options, including Employee Stock Ownership Plan (ESOP), a worker cooperative and the perpetual trust methods, Arbor Assays choose the perpetual trust as the most efficient and effective option. C2BE assisted the employees and the sellers to arrive at a mutually agreed fair price, and will continue to work with Arbor Assays as it builds its employee ownership culture and systems.The Arbor Assays trust establishes proof of concept of a new method of employee ownership that other American companies can adopt. The trust model of employee ownership is long established in the UK. The UK's John Lewis Partnership, with its successful supermarkets and department stores, employs almost 89,000 permanent staff and is 100% employee trust owned. Its trust ownership started in 1929. There are many other examples that demonstrate this is a tried and tested way of owning and running a business”.C2BE connects people and companies interested in developing employee ownership with technical advisors and education. The C2BE Arbor Assays project team, including David Drews and the Law Firm of Deborah Groban Olson, PLLC, represented the employee owners in the transaction, the UK firm of Fieldfisher created the UK trust and the sellers were represented by corporate counsel. David Drews of Justus Equity, a C2BE advisor, helped with financial modeling and the valuation of the company. Mr. Drews recently agreed to serve on the Arbor Assays board of directors.Bobbi O’Hara, R&D Project Manager at Arbor Assays, led the employee group through the transaction. Initially elected as the Employee Representative, she is now one of the Company Trustees. Bobbi O’Hara said: “Making the decision to transition from private ownership to perpetual trust speaks volumes about the faith in our collective competencies and the importance in taking care of each other, not just as coworkers, but as a community with a common goal. As employees, we are excited to see how we'll shape our shared responsibility and direct this opportunity to have an impact for the benefit of us all."Many thanks,Deborah Groban OlsonExecutive DirectorCenter for Community Based Enterprise (C2BE)231 E. Grand Blvd.Detroit, MI 48207(313) 331-7821 (office)(313) 300-6517 (cell)www.c2be.orgdgolson@c2be.orgdgo@esoplaw.comAbout Arbor Assays, Inc.Founded in 2007, Arbor Assays, of Ann Arbor, Michigan, serves customers globally, designing, developing and manufacturing detection and immunoassay products for important research biomolecules.734-677-1774 | Info@ArborAssays.com | www.ArborAssays.com

Fulton Tool and Die Co.

Example of Sub S ESOP Benefits

Complete buyout of a C corporation shareholder, followed by a corporate S election.

Mr. Fulton owns 100% of the shares of Tool & Die, Inc., a Sub Chapter C company worth $6 million. Mr. Fulton is getting older and would like to sell his company and enjoy the proceeds. If he sells to an outside buyer, he will pay taxes, perhaps at the 20% rate, on his net long-term capital gain. If his original basis in the stock was -0-, he would pay $1,200,000 and keep $4,800,000 after taxes.

If the company, instead of an outsider, buys him out by borrowing money or using cash reserves, Mr. Fulton faces the same tax sting. In addition, the payments will not be deductible to the company and might impoverish it (perhaps making it impossible for the company to complete a gradual buyout).

These problems can be avoided if Mr. Fulton creates a company ESOP. The ESOP finances the purchase with company contributions, or by borrowing from a lender through the ESOP. The company typically would guarantee the loan. The purchase price of the stock is set by an independent appraisal. If Mr. Fulton initially sells at least 30% of outstanding company stock to the ESOP, he can “rollover” the proceeds of the sale into stock or bonds in U.S. companies and avoid paying any tax on the proceeds unless and until he sells that “replacement” stock. Any replacement stock that remains in his estate until his death may get a stepped-up basis (depending on applicable estate tax laws in the year of death). Where the stepped up basis applies, the capital gain is never taxed.

The company deducts the full amount of contributions to the ESOP used to buy Mr. Fulton’s stock, or to make interest and principal payments, within limits, on a loan used to buy Mr. Fulton’s stock. If the company is taxed at a corporate rate of 36%, this deduction would mean that $2,160,000 (36% of $6 million) of the cost of cashing out Mr. Fulton would be paid out of company funds that otherwise would have been used to pay taxes.

The stock is held in trust for employees. When they retire or leave the company they are paid their vested and allocated stock or the cash value of that stock, usually in installment payments over five years (or longer if the company stock was purchased with borrowed funds).

There are several permissible vesting schedules so that employees who leave with less than five years of service need not get any stock upon termination.

The net result is:

• Mr. Fulton defers (and perhaps avoids) $1,200,000 in taxes on his capital gains. If he wishes, he can retain control over his company while he gradually sells to an ESOP over many years.
• The company saves more than $2.1 million by deducting the $6 million in ESOP contributions used to buy stock. This savings over the years should strengthen the value of company stock as the buyout proceeds, and enhance the ability of the company to raise the cash needed to purchase the owner’s stock.
• The employees become beneficiaries of a trust that holds stock in their company. They each have an individual stock account in that trust.
• If the Company then makes an S election after all Mr. Fulton’s stock has been sold to the ESOP, the Company will not pay income taxes on its retained earnings as they accrue in the ESOP. Rather it will make distributions from the ESOP to participants upon their termination of employment, at which time the employees will owe taxes on the value of the ESOP stock.

Carris Reels, Inc.: Full Case Study

Carris Reels, Inc.
Business Succession Major Decrease in Employee Turnover,
Employee Participation in ESOP Plan Design & Community StewardshipCarris Reels, Inc. is a family owned company with 710 employees in 15 plants in eight states and sales estimated at $83 million in 1995. Henry Carris started the Company in 1951, with 2 employees. In 1980, Henry retired and was succeeded by his son, Bill Carris. Carris Reels has been supplying wood, metal and plastic reels to the wire and cable industry for over 45 years, providing the most comprehensive product line of any reel manufacturer. Carris Reels also has subsidiaries producing furniture and pallets.Carris Reels initiated an employee stock ownership plan (ESOP) in 1995 by contributing approximately 10% of its stock to the ESOP, and has become 100% employee owned and governed over a period of approximately 10 years. Owner Bill Carris is a strong believer in participation and community building. Bill Carris created a long term plan to move his company not only from family to employee ownership, but to transform its culture and employees to community stewards as well as profit making owners. Some of the first concrete steps in this process were the creation of the ESOP plan, and the employee participation committee, and involvement of the employees in designing that plan.Carris Reels CFO, David Fitzgerald said “Before the ESOP, we had 100% employee turnover in our Michigan and North Carolina facilities. Now that the ESOP owns the company, turnover is 20% company-wide. Although many of our jobs are physically demanding, our company has become an employer of choice.”Assisted by Attorney Deborah Olson, Carris Reels used a several stage education and decision making process with a four-fold purpose:

1. initiating the employee participation system;
2. integrating it into the company’s long term plan for ownership and culture change;
3. educating the initial employee leaders in the nuts and bolts of the ESOP; and
4. making all the major plan structuring decisions.

The outcomes were that:

1. a few major issues were reserved by the seller as his prerogative;
2. most structure decisions were made by the Long Term Plan Steering (LTP) Committee, comprised of employees from each location and all levels of the Company;
3. the allocation structure was put up for a vote of all employees;
4. upper management learned about several serious roadblocks in the participation system from hourly and middle management employees and took action to unblock them;
5. the LTP Steering Committee became the primary group responsible for championing the participation system and received the permanent job of, among other things, choosing the ESOP Administrative Committee, which serves as the Trustee.

Description of Carris Reels Employee Ownership from its Website"Carris Reels is a company of employee-owners. One hundred percent of the company’s stock is held in an ESOP plan, which is a defined contribution retirement plan and thus a long term benefit. Carris Reels has taken employee-ownership way beyond the minimum requirements and developed a culture in which broad based employee-ownership is assumed to be normal rather than extraordinary.Shared ownership is different than owning something individually and requires a unique balance of cooperation, understanding and accountability. At Carris Reels, all employee-owners have a stake in the outcome of every transaction and business decision. Equitable play and above average benefits are part of the equation, as are monthly incentives and annual profit sharing bonuses. Each year the stock value provides a measure of our long term success. We make sure employee-owners understand that thoroughly satisfied customers and operational excellence are absolutely necessary for employee ownership to realize its full potential.Internally we refer to Carris Reels as "employee-owned and governed." We have implemented a system for involving employee-owners throughout the company in decision making. Whenever possible we push for decision making to be done by those who will be impacted by a decision. Employee owners have many opportunities to serve on special purpose committees. The company's primary governing body is the corporate steering committee (CSC) which is made up of management and non-management employee-owners who work on a very wide range of issues. The CSC is primarily responsible for communications and culture at Carris Reels, and makes decisions about governance, policies and benefits. The CSC also serves management and the Board in an advisory capacity. At Carris Reels, non-management employees also serve as ESOP Trustees, and the CSC is now working on making recommendations to the Board of Directors for non-management employees to serve on the Board. Carris Reels truly is employee-governed!At Carris Reels, we recognize that there is a spiritual component to the organization. We also realize there is an emotional element. Carris Reels employees were hardworking and dedicated long before the company became employee-owned. We talked a lot about the importance of "looking out for each other" when we dramatically improved our safety performance, and the Golden Rule serves as our code of conduct. Folks at Carris Reels work extremely hard. We "ride for the brand" and wear the company hats and t-shirts. Many long term employees will tell you they have stayed at Carris Reels so long because they "belong here".The ESOP is the vehicle for employee ownership at Carris Reels. Continuing this analogy into the future, we are never completely "done." We have had a long standing commitment to open book management and teaching employee-owners the business but yearn to make "the books" an integral part of our day to day operations. Employees are owners, and are as committed as they can be, however we expect to much more fully develop the entrepreneurial spirits within our employee-owners.Carris Reels is proud to be one of many companies that exemplify employee-ownership in America. We have actively participated in this movement by becoming active members of The ESOP Association and its Chapters. We were honored when The ESOP Association named Carris Reels Employee Owned Company of the Year and we are proud of the Awards for Communications Excellence (ACE) we have received. Carris Reels employees are frequent attendees, participants and speakers at The ESOP Association's meetings and conferences. One of the most valuable membership benefits is developing relationships with other leading ESOP companies and bringing back what we learn from these trendsetting organizations to our company. A recent issue of the ESOP Report used the tagline "Where the ESOP Community Meets" to promote the Annual Conference. That phrase really sums it up well!The ESOP Association's vision statement says: "We believe that employee ownership improves American competitiveness¦ that it increases productivity through greater employee participation in the workplace that it strengthens our free enterprise economy and that it will maximize human potential by enhancing the self-worth, dignity, and well-being of our people. Therefore, we envision an America where employee ownership is widely recognized as a catalyst for economic prosperity where the great majority of employees own stock in the companies where they work and where employee ownership enables employees to share in the wealth they help create." In addition to our membership in The ESOP Association, we are also members of The National Center for Employee Ownership (NCEO) and ESCA. We have contributed to The Employee Ownership Foundation (EOF) and support the Vermont Employee Ownership Center (VEOC).Realizing how much we benefit from employee-ownership at Carris Reels, and how much we have gained from our interaction with other employee-owned companies we strive to give back to the ESOP community and help other companies become employee-owned as well."

Frida, Inc. - Full Case Study

Frida, Inc.
business succession of substantial social enterprise using a worker co-opFrida Inc. is a real client for whom Atty. Olson is working, for which the company name may not yet be revealed. This company is owned by two partners, now in their 60’s, who have built up a very successful business over 30 years. They have several hundred employees. They run a highly participative workplace and the company is well known for its high standards for quality, customer service, and community involvement and charitable support. Over the years the owners have helped many of their employees create businesses that collaborate, but are not franchises, because they provide different products and services that are used by all the businesses.These businesses have had a highly organized consensual joint decision-making structure which is not a legal entity. Now that the partners are considering retirement, they are seeking a way to provide broad ownership for all of their employees who are willing to make a small investment, but need to include other investors in order to get their money out of the business.Like many other successful social entrepreneurs, these partners want to:

• get their investment out of the businesses, at least for their estates
• ensure that the businesses continue to operate in their hometown
• maintain their financial success, quality, customer and worker friendly atmosphere
• enable all interested workers to buy into the company, and
• maintain the company’s role as a model corporate citizen.

Having carefully reviewed the options, they have determined that an ESOP is not for them and a worker co-op to own a portion of the business is the way to go forward for these reasons:

• They want the employees to have “skin in the game” by making a modest investment (which can be done by payroll deduction). But they do not want to give away ownership simply as an employee benefit to everyone. Under state securities laws, there is a simple exemption for such investments in a co-op, and no such exemption for hundreds of “unsophisticated investor” employees to make such investments without prohibitive securities costs.
•  They want the company to stay true to its local origins and social values. A key difference between ownership by an ESOP and co-op ownership is the ultimate ability to keep the company independent. In an ESOP the workers are beneficiaries of an ERISA pension plan (covered by federal tax and pension law) that is controlled by a trustee (who may be appointed or elected). The Trustee’s duty is to the beneficiaries as retirees, who may be legally forced to sell the business if s/he gets a good enough offer or face expensive litigation for breach of fiduciary duty. Co-op members are actual equity owners of their co-op interests. They have the final decision on any possible sale which usually requires a supermajority vote.
• They want one vote per person and allocations based on work, rather than investment. This can be accomplished in either a co-op or ESOP.
• They want responsibility for carrying on the business and social values of the business to be controlled by current employees who been have and will be trained in their participative system. This can be done to some extent by an ESOP, although a co-op is a stronger mechanism. A co-op, which is intended to operate for the mutual benefit of its members, can have requirements that the business remain in its hometown and serve social purposes. However, any worker control mechanism that involves voting of stock must be done through the trustee, who is subject to ERISA fiduciary obligations. These obligations are focused on the needs of the employees as retirees, and not in their role as employee owners.
• They also want non-voting equity investors whose stock will appreciate in value. This is being accomplished by the co-op being a member of an LLC, where the preferred non-voting stock can appreciate in value. However, all the voting stock is owned by the co-op.

National Forge: Full Case Study

National Forge Company
Contract ESOP with Formula Vote for Union
Ended by premature sale of management sharesThe Employee Stock Ownership Plan (ESOP) at National Forge was a contract ESOP with a formula vote and not a traditional leveraged ESOP.The National Forge ESOP acquired its 63.5% interest in the company over a period of 5-7 years but the ESOP participants stock had a special formula vote giving participants 63.5% of the voting rights prior to their acquisition of that stock.National Forge Company, located in Irvine, Pennsylvania, was a leading manufacturer of very large precision machined forging, and a market leader in the crankshaft, pipe mold, and defense markets. Founded in 1915 by Clinton Wilder, it continued under the Wilder family ownership until June of 1995. In May of 1994, the Wilder family provided the National Forge employees with an opportunity to make a bid for the Company.In June of 1995, 676 employees of National Forge Company purchased the 80 year old family-owned business utilizing an ESOP. Approximately 550 of them are represented by the Independent Union of National Forge Employees (IUNFE).An employee buyout committee comprised of senior management, salaried employees, and representatives of the IUNFE led the transaction. The IUNFE retained Deborah Groban Olson as counsel to represent them in negotiations with the Wilder family, the lenders, and management.A consortium of lenders led by Chemical Bank provided financing. Senior management provided initial cash equity via private placement. The seller also maintains a small continuing interest in the business.The National Forge employees agreed to a 10% wage and benefit reduction in order to facilitate the buyout. These reductions were offset with a new profit-sharing plan plus the ESOP shares. The company’s board of directors included hourly employees and IUNFE representatives, as well as senior management and outside directors, chosen jointly by labor and management.The successful purchase of National Forge Company by its own employees allowed the Wilder family to retire from management of the company, obtaining a tax deferral on the capital gains, while still retaining a small interest, kept the jobs and wealth generated by National Forge in the Irvine community for a few years, and gave the National Forge employees a voice and financial interest in the continued growth and prosperity of National Forge. It created a new voice for all employees and the IUNFE in making corporate decisions.However, when the management had the company buy back all their stock upon converting to an S corporation, the cash flow strain led to bankruptcy for National Forge. National Forge was reopened in Irvine, PA in 2005 after its assets were purchased out of bankruptcy by the Ellwood Group in 2003.

Rosauers Supermarkets, Inc.: Full Case Study

Rosauers Supermarkets, Inc.
ESOP Organized As a Taft-Hartley TrustIn July 1990 several unions and management at Rosauers Supermarkets, a regional grocery chain of 15 stores headquartered in Spokane, Washington, entered into an ESOP buyout to save 1,250 jobs. The union buyout team was led by Sean Harrigan, then president of the UFCW local union. They developed some interesting procedures to ensure proper protection and representation of unionized employees interests in an employee owned company where high level management employees own a portion of the company outside the ESOP. The ESOP trust is designed as a Taft-Hartley Trust with labor and management exercising block votes and the provision for a neutral third party to solve potential disputes within the ESOP Committee. They designated a number of shareholder and board of director issues as supermajority issues. They also provided for a termination of their wage set-aside agreement in the event of any foreclosure, liquidation or sale of the company without union approval.In an effort to improve competitiveness and save jobs the United Food & Commercial Workers (UFCW), Bakery Workers and Teamsters joined in a cooperative effort with management to buy the chain in order to implement a change in marketing strategy. This involved a sliding scale sacrifice in pay affecting all but the lowest paid employees and an end to the management pension plan. Certain high-level management employees made cash investments in stock outside the ESOP, while all unionized employees over age 21 were eligible to participate in the ESOP. Although this ESOP allocated stock based on pay and most employees were eligible, unionized employeesl owned approximately 55-60% of the stock when the initial acquisition loan was paid off. Thus the Taft-Hartley ESOP, supermajority provisions and termination of wage set-aside provisions were made to protect the stock rights gained in exchange for sacrifices.In June of 2000, the approximately 2,100 employees, by unanimous vote, re-sold the company to URM stores.