The ESOP Association Blog

Covering ESOPs and employee ownership

The Department of Labor Seeks Comments on Proposed Regulation on the Definition of Adequate Consideration

In lieu of mandating that appraisers of private company stock held, or stock held by an ESOP, be ERISA fiduciaries, the Department of Labor is seriously considering reissuing the May 17, 1988, proposed “Adequate Consideration” regulation. In turn, a senior official of the Department has asked that The ESOP Association provide its thinking as to what a re-proposed Adequate Consideration regulation should provide in terms of ensuring ESOP appraisals be in accord with the laws governing private company ESOP appraisals.

The Association’s Washington office committed to the Department to honor its request for input. Thus, the Association’s Advisory Committee on Legislative and Regulatory Issues, and its Advisory Committee on Valuation, are developing a response for the Association to the Department’s request.

Discussion about content of the proposed 1988 Adequate Consideration regulation were a focus of the recent Professional Forum held in New Orleans in February 2015.

A copy of the proposed 1988 regulation is available on the Association’s website on the Legislative and Regulatory Issues Committee’s page. You will need to login to access the file. Once logged in:

Go to -> About the Association

On left side menu click -> Advisory Committees

Then -> Legislative & Regulatory

It’s posted under the section titled ESOP Regulations Needed Guidance

In 1988, The ESOP Association included information in the ESOP Report on this proposed regulation. To read that story, ESOP Report Adequate Consideration Article Feb 1988.

Filed under: Government Affairs, ,

Proposed Topics Announced for the 2015 Annual Conference

esop-slide-template - 2015 Annual Conference

Following are the proposed technical and ownership culture topics for The ESOP Association’s 38th Annual Conference, ESOPs: Creating our Destiny.” 

Technical Topics:

  • Admin Cycle I – How Balances Accumulate
  • Admin Cycle II – Distributions
  • Agency Practitioners Forum (Pt 1)
  • Agency Practitioners Forum (Pt 2)
  • Common Administrative Errors, How to Avoid Them, and How to Fix Them
  • Special Administration Issues – Diversification, Rebalancing, Reshuffling
  • Addressing Conflicts of Interest
  • Fiduciary Responsibility for Value Determination
  • Interplay Between ESOP Trustees and Boards of Directors
  • Strategic Issues for Partial ESOPs
  • ESOP Transaction Financing Issues and Market Update
  • GAAP Accounting for ESOP Sponsors
  • ESOP Companies Advantage in Making Acquisitions
  • 1042 ESOP Transactions
  • Legislative, Regulatory, and Judicial Update
  • Legal and Fiduciary Issues with the Sale of a Company
  • When the Call or Letter Arrives – DOL/IRS Investigations
  • Trustees’ Duties
  • Basics of ESOP Stock Valuation
  • The ESOP Feasibility Analysis in the Current Environment
  • The DOL Process Agreement Impact on ESOP Valuation

Ownership Culture Topics:

  • Initial ESOP Communications
  • Communications in a Mature ESOP Company
  • ESOP Communication Committee Workshop
  • Learning to Lead when Employees are Owners
  • Every Superhero Needs a Cape: How to arm every employee with the tools to make your ESOP culture great.
  • Open-Book Management: Winning the Great Game of Business:
  • The ESOP Education Bucket List – Recruitment through Retirement
  • AACE (Annual Award for Communication Excellence) – Measuring the Strength of Your ESOP Communication Programs
  • Engagement – What Really Makes Someone Act Like an Owner?
  • Communicating Ownership to Different Generations
  • Breaking Down Barriers – Engaging All Employees
  • Building an Ownership Culture: Developing Leaders at All Levels in Your Company
  • The ABCs of ESOPs
  • Learning the Rules of the “Game”

You can view updated agenda information, conference registration and hotel information on The ESOP Association’s website.

For additional information or questions please call The ESOP Association at 202-293-2971 and ask for Maya Van Buren or Rosemary Clements or send an e-mail to meetings AT

We here at The ESOP Association are planning a first class event and hope you can be a part of this one of a kind educational experience.

Filed under: Conference Information,

More Evidence of Foundation’s Impact on National Debate

The following article originally ran as the President’s Page column in the February 2015 issue of the ESOP Report, the newsletter of The ESOP Association.

More Evidence of Foundation’s Impact on National Debate

The first time I walked into a meeting of ESOP Association leaders, after spending many years around the legislative/political process in both the State of Texas and Washington, DC, I noted something differ­ent about the men’s thinking. [Sidebar: In those days, the leadership was all male.] They had two passions, not the typical one of most trade associations I had worked with prior to walking through that door to an ESOP Association governance meeting.

Yes, the men all expressed sincere, animated, inter­est in making sure that the laws that encouraged the creation and operation of ESOP companies remained in place or were improved. In other words, like most interest groups I had been around in my career up to that point, they were looking inward, at their own company, their own company’s bottom line, and at their own way of doing things in their company — the so called “style” or “culture” of the company they loved.

In hearing these expressions of self-interest, my thought was, “Yep, I have heard talk like this from many.”

But soon, I began to hear something different from these men; something one is more likely to hear at a cause oriented group — Common Cause, Right to Life, MoveOn, TEA Party, are examples, left and right — that the Association had to make employee ownership through the ESOP model national policy. Loved by the media; loved by the President; loved by the Congress; loved by academia; loved by think tanks, etc.

This cause orientation of the ESOP community has never gone away. As there are more ESOPs and more people experiencing the power of working and man­aging a well-run ESOP company, it grows bigger and more heartfelt.

This cause orientation led to the adoption of the Association’s Vision statement in 1993, and it has never really been changed. Our Vision is that the United States be a nation where a great majority of employees own stock in the companies where they work so that we have a catalyst for economic prosper­ity and employees can share in the wealth they help create.

Well the two orientations: work like heck to make sure ESOP tax benefits that enrich the ESOP company and the ESOP employees remain in place, and expand the benefits when possible, and spend resources and time to do outreach to the non-ESOP world, are not easily accommodated with the amount of money the Association collects each year. And believe me, if we said we were not going to pay attention to what the Congressional tax commit­tees were doing to tax laws impacting ESOPs because our modest resources and small number of staff were too busy putting on pro­grams convincing non-ESOP companies to be ESOPs, and paying big bucks to a national PR firm to infil­trate TV networks, major newspapers, etc. to only run positive ESOP stories, I suspect the ESOP world would dry up pretty quickly.

So, how to accomplish both passions? One, the nation is not going to love ESOPs if yours truly runs around the nation talking about how great ESOPs are; or writing pos­itive op-ed pieces for major newspapers; or having social media post­ings by thousands of ESOP fans to some elected official. No, when an ESOP advocate sings the praises of ESOPs to a non-believer, that non-believer’s response is “Duh, what does one expect from a self-serving ESOP fan; honest critique when there is ample evidence of ESOP companies, small, medium, and large, going bankrupt and employees getting zero for retirement?”

Key is knowing how big national policy develops in our nation. The typical pathway is academics, and men and women working in think tank who get interested in the issue. They do papers. The papers get published. They get jobs in think tanks and universities focusing on their published papers and research. They get tenure at their schools, or move from one school to another with more prestige.

If Democrats, when a Democrat becomes President, some are hired to work in the bowels of Treasury, Office of Management and Budget, or even on the direct White House staff, say the Council of Economic Advisors. Then their “team,” in my example, the Democrats lose, and the Republican team takes over and hires new people for jobs those Democrats had. Then in four, eight, twelve, sixteen years later, the Democrats win, and those young men and women who worked in these policy jobs years earlier, now come back at higher levels.

For example, many of the top advisors in the Obama Administration worked in the Clinton Administration at levels lower than what they have now.

For example, many of the top advisors to President George W. Bush’s Administration worked in his father’s, or the Reagan Administration in lower level jobs.

Where I am I headed with this commentary?

And what does the Employee Ownership Foundation have to do with it?

Well recently, the leftist think tank the Center for American Progress (CAP) had a summit, led by big name economic policy advisors. Summit leaders were a former Secretary of Treasury under President Clinton, and who was also a major advisor to President Obama in his first term; and a high official of the British government, Larry Summers and Ed Balls respectfully. The other fifteen summiteers developing recommendations to improve the economy mainly in the US were former Democratic governors, top news­paper commentators, economic advisors to President Clinton, and the list can go on.

What did the group recommend in their final report? Broad-based ownership, and mentioned ESOPs spe­cifically as a policy to increase broad-based ownership.

Big news because as a general rule, the so-called left has not touted employee ownership, except in rare instances by someone such as Senator Sanders of Vermont; but now it is front and center, among a liberal leaning think tank’s set of recommendations.

And by the way, the former head of the Office of Management and Budget under President Obama, Peter Orszag, published for Bloomberg an article on January 20 saying that President Obama should push to expand employee ownership, citing the book, The Citizen’s Share, by Rutgers Professors Blasi and Kruse, and Harvard professor Freeman.

What did the Employee Ownership Foundation have to do with these actions by big thought leaders endorsing more employee ownership? The Foundation did not have anything to do with the CAP summit; the Foundation had no role in any writing of The Citizen’s Share; no one in the Foundation ever said any­thing to Dr. Orszag.

But people at CAP in working slots that develop materials for men and women who made decisions at the summit have liaised with the Rutgers program which the Foundation supports, among others, with over $75,000 a year; The Citizen’s Share set forth findings, among many, that in some instances were developed with grants from the Foundation, such as grants to the National Center for Opinion Research’s quadrennial General Social Survey.

Public policy is not embedded in a nation by one magic moment. Reaching goal B is often not a straight line from A. Major changes in policy often take zig-zag routes over a long period.

But what was put forth by the CAP summit, and what Dr. Orszag said in that Bloomberg article had in a way, be it minor or major, outcomes for which the Foundation and its supporters can say, “Progress is being made in our journey to make our Vision real — and we, our Foundation, played a role.”


We have shared this video before but thought it was a fitting end to this column…

Filed under: Employee Ownership Foundation, Publication, , , ,

ESOP Marketing — Annual Conference Sponsorships Now Available

The ESOP Association has put together several sponsorship packages for the upcoming 2015 Annual Conference that allow mem­bers to reach the ESOP community more effectively. These are wonderful oppor­tunities to market your company and services at our highly popular programs and conferences.

If you are interested in reserving a sponsorship package, please contact the national office at 202/293-2971 or send an email to meetings AT

Download the 2015 Sponsorship Brochure: 2015 Sponsorship Brochure

2015 Sponsorships

Filed under: Conference Information,

February 2015 Wrap-Up

Miss something? We’ve got you covered.

We shared a list of upcoming Chapter events for March.

Don’t forget — the Edmunson Scholarship deadline is March 6!

Find your ESOP Chapter.

ESOP Association President, J. Michael Keeling, talked about the importance of inviting your member of Congress to visit your ESOP company.

The ESOP Association submitted comments to the Senate Committee on Finance Tax Reform Working Group regarding tax reform.

Déjà Vu? Tax Reform in the Senate?

Download your copy of the February 2015 ESOP Report.

Edmunson Scholarships are open for applications.

We shared some ESOP company news.

Updated publication –> Your ESOP: It’s for all of us.

A thank you to Chapter leader, Gale Marett

The Employee Ownership Month Poster Contest opened for submissions.

The ESOP Association submitted comments to the House Ways and Means Committee regarding the state of the U.S. economy and policies that can promote job creation and economic growth.

We shared some tips for winning AACE.

The ESOP Association expressed disappointment once more over a provision in President Obama’s Fiscal Year 2016 budget that pertains to ESOPs.

Filed under: Chapter News, Employee Ownership Foundation, Employee Ownership Message, Employee Ownership Month (EOM), Government Affairs, Publication, TEA Members,

March 2015 Upcoming Events

Following is a list of ESOP Association Chapter events taking place in March 2015. Additional events can be found on the calendar.


Northwest Chapter – “ESOPs – Continuing the Education Process” (Anchorage, AK)

March 3, 2015

Northwest Chapter

ESOPs – Continuing the Education Process – Anchorage, AK

Hosted by Alaska Rubber & Rigging Supply

5811 Old Seward Highway

Anchorage, AK  99518

CLICK HERE to Register Online
NW Chapter Printable Registration Form – Alaska
For more information contact Jenifer McDonald at or 916.333.3280



Iowa/Nebraska Chapter – 2015 IA/NE Chapter Annual Conference (Cedar Rapids, IA)

March 3, 2015

Iowa/Nebraska Chapter

2015 IA/NE Chapter Annual Conference Agenda

Cedar Rapids Marriott

1200 Collins RD. N.E.

Cedar Rapids, IA 52402

Click to register

2015 Printable Registration IA-NE – March

Click on the 2015 Sponsorship Form to sponsor an Iowa/Nebraska Chapter Event! 2015 IA-NE Chapter Sponsorship Form
For more information contact Donna Walseth at or 763.785.4122



Indiana Chapter – Annual ESOP Conference (Carmel, IN)

March 4, 2015

Indiana Chapter

2015 Indiana Chapter Annual ESOP Conference Agenda

Ritz Charles Carmel

12156 N Meridian St

Carmel, IN 46032

Click to register

For more information contact Karrie Imbrogno at or 440.989.1552



Illinois Chapter – 2015 Annual Conference (Oak Brook, IL)

March 5, 2015

Illinois Chapter

2015 Illinois Chapter Annual Conference Agenda – Oak Brook

Chicago Marriott Oak Brook

Oak Brook, Il  60523

Click to register

2015 Printable Registration IL ESOP – March

2015 Illinois Chapter Speaker Proposal Form

2015 Illinois Chapter Sponsorship Form

For more information contact Donna Walseth at or 763.785.4122



Wisconsin Chapter – “The Year of the All Star ESOP” Spring Conference (Waukesha, WI)

March 9, 2015

Wisconsin Chapter

“The Year of the All Star ESOP” WIESOP Spring Conference Agenda

Marriott Milwaukee West

W231 N1600 Corporate Court

Waukesha, 53186

For more information contact Donna Walseth at or 763.785.4122

Click to register

2015 Printable Registration WI ESOP – March

2015 Wisconsin Chapter Sponsorship Form



OH/KY Chapter – Annual Spring ESOP Conference (Powell, OH)

March 18, 2015

Ohio/Kentucky Chapter

2015 OH/KY Annual Spring ESOP Conference Brochure

Bridgewater Banquet & Conference Center

10561 Sawmill Pkwy

Powell, OH 43065

Click to register

For more information contact Karrie Imbrogno at or 440.989.1552



New York & New Jersey Chapter – New York City ESOP Roundtable (New York, NY)

March 18, 2015

New York & New Jersey Chapter

2015 New York City ESOP Roundtable

Hosted by Duff & Phelps, LLC.

55 East 52nd Street – Floor 31

New York, NY  10055
Click to register

For more information contact Shelly Dennis at or 603.756.3441



Iowa/Nebraska Chapter – CEO/CFO Roundtable (Conrad, IA)

March 19, 2015

Iowa/Nebraska Chapter

2015 CEO/CFO Roundtable – Conrad, IA

Hosted by Ritchie Industries

Conrad, IA

Click to register

2015 Sponsorship Form-IA/NE

For more information contact Donna Walseth at or 763.785.4122



Minnesota/Dakotas Chapter – Professional Member Breakfast (Minneapolis, MN)

March 19, 2015

Minnesota/Dakotas Chapter

2015 Professional Member Breakfast – Walman

Walman Optical

Minneapolis, MN

For more information contact Sue Crockett at or 612.872.4375



New England Chapter – 2015 CEO Conference (Newport, RI)

March 19th & 20th, 2015

New England Chapter

2015 CEO Conference – Newport, RI

Castle Hill Inn

5900 Ocean Ave.

Newport, RI  02840

Click to register

For more information contact Shelly Dennis at or 603.756.3441



Mid-Atlantic & Carolina’s Chapter – 2015 ESOP Invitational Conference & Golf Tournament (Pinehurst Resort, NC)

March 22-24, 2015

Mid-Atlantic & Carolina’s Chapter

2015 ESOP Invitational Conference & Golf Tournament Agenda

Pinehurst Resort, NC

Click to register

Click to Register for the March 22, 2015 Golf Outing: 2015 MAC-CAR ESOP Invitational Golf Registration – Pinehurst

Printable Conference Registration Form:

MAC-CAR Chapters Registration Form – Pinehurst 2015

2015 ESOP Invitational Conference Sponsorship – Car-Mac Chapters

For more information contact Shelly Dennis at – 603.756.3441 or Donna Walseth at – 763.785.4122



New South Chapter – 2015 Spring Workshop and Awards Dinner (Atlanta, GA)

March 26, 2015

New South Chapter

2015 NS Chapter Spring Workshop and Awards Dinner Agenda

Maggiano’s Little Italy – Perimeter Mall

4400 Ashford

Dunwoody Road

Atlanta, GA  30346
Click to register

For more information contact Donna Walseth at or 763.785.4122



Southwest Chapter – 17th Annual Awards Banquet & Spring Conference (Grapevine, TX)

March 26 – 27, 2015

Southwest Chapter

17th Annual Awards Banquet & Spring Conference – Grapevine, TX

Hilton DFW Lakes

1800 Texas 26

Grapevine, TX 76051

Click to register

For more information contact Jim Schranz at 903.575.7345 or via e-mail at



Michigan Chapter – 2015 Annual Spring Conference (Lansing, MI)

March 30, 2015

Michigan Chapter

2015 Annual Spring Conference – Lansing, MI

Lansing Center

333 E. Michigan Ave.

Lansing, MI 48933
For more information contact Karrie Imbrogno at or 440.989.1552

Filed under: Chapter News, Conference Information, ,

2015 Edmunson Scholarships Deadline Approaching

FoundationThe Employee Ownership Foundation is now accepting applications for the 2015 Charles R. Edmunson Scholarships. Deadline is March 6, 2015. Application information is on the Employee Ownership Foundation website or download the application form: 2015 Edmunson Application.

This Scholarship program honors employee ownership leader and advocate Charles R. Edmunson who dedicated a significant part of his life to educating employee owners of the benefits of widespread ownership in a free enterprise system. Mr. Edmunson was also instrumental in the creation of the Employee Ownership Foundation.

An Edmunson Scholarship awards an ESOP employer up to $1,250 to defray the expense of sending employee owners to employee ownership training programs such as the Employee Ownership Foundation’s Employee Owner Retreat or the Association’s Annual Conference in Washington, DC. The Scholarship may also be used for Association Chapter and Regional Conferences. The Scholarship is for non-managerial employee owners.

Filed under: Employee Ownership Foundation,

Connect with the ESOP Chapters

Find your local ESOP Association Chapter here.

All members of The ESOP Association are automatically members of their local Chapter. Every member is covered by a Chapter that provides a unique opportunity to network and learn from local area ESOP companies and ESOP service providers. Chapters hold various ESOP related meetings throughout the year in all 18 Chapters across the country.Chapter map no title

Filed under: Chapter News

Congressional Visits & ESOP Companies

ESOP Association President, J. Michael Keeling, discusses the importance of inviting your member of Congress to visit your ESOP company.


Filed under: Government Affairs, ,

RELEASE: The ESOP Association Submits Comments to the Senate Committee on Finance’s Tax Reform Working Group Regarding Comprehensive Tax Reform

The ESOP Association sent out the following release this morning.

For Immediate Release: February 19, 2015

The ESOP Association Submits Comments to the Senate Committee on Finance’s Tax Reform Working Group Regarding Comprehensive Tax Reform

February 19, 2015 (Washington, DC) – On February 18, 2015, The ESOP Association submitted comments to the Senate Committee on Finance regarding tax reform, specifically stating how employee stock ownership plans (ESOPs) are spot on with the first six principles outlined by Finance Committee Chair Orrin Hatch (R-UT) for comprehensive tax reform, and arguably exceeding the seventh principle. The statement was directed to Senator Mike Crapo (R-ID) and Senator Sherrod Brown (D-OH), Chair and Ranking member of the Tax Reform Working Group on Savings & Investment.

As noted by ESOP Association President, J. Michael Keeling: “I ask only two things of the Committee members — for current ESOP tax policy to be viewed with objectivity and to be considered fairly during the process. As ESOPs meet, and exceed, the seven principles outlined by Senator Hatch for comprehensive tax reform (Economic Growth, Fairness, Simplicity, Permanence, Competitiveness, Promoting Savings and Investments, and Revenue Neutrality) we feel it is reasonable to ask that ESOP laws to promote the creation and operation of employee-owned companies be preserved.”

Read the full statement on The ESOP Association’s website:


The ESOP Association is the national trade association for companies with employee stock ownership plans (ESOPs) and the leading voice in America for employee ownership. The core cause of The ESOP Association is the belief that employee ownership will improve American competitiveness, increase productivity through greater employee participation, and strengthen our free enterprise economy. More information: website – and blog –


More Information:

Amy Gwiazdowski


amy AT


Filed under: Government Affairs, ,

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