Who, What, Why

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Louis Kelso Biographical Statement

Louis O. Kelso (1913-91) was a political economist in the classical tradition of Smith, Marx and Keynes. He was also a corporate and financial lawyer, author, lecturer and merchant banker who is chiefly remembered today as the inventor and pioneer of the Employee Stock Ownership Plan (ESOP), the prototype of the leveraged buy-out which Kelso invented to enable working people without savings to buy stock in their employer company and pay for it out of its future dividend yield.

Kelso invented the ESOP in 1956 to enable the employees of a closely-held newspaper chain to buy out its retiring owners. Two years later Kelso and his co-author, the philosopher Mortimer J. Adler, explained the macro-economic theory on which the ESOP was based in The Capitalist Manifesto (Random House, 1958). In The New Capitalists (Random House, 1961), the two authors present Kelso’s financial tools for democratizing capital ownership in a private property, market economy. These ideas were further elaborated and refined in Two-Factor Theory: The Economics of Reality (Random House, 1967) and Democracy and Economic Power: Extending the ESOP Revolution Through Binary Economics (Ballinger Publishing Company, Cambridge, MA, 1986; reprinted University Press of America, Lanham MD, 1991), both co-authored by Patricia Hetter Kelso, his collaborator since 1963.

Kelso’s next financing innovation, the Consumer Stock Ownership Plan (CSOP), in 1958 enabled a consortium of farmers in the Central Valley to finance and start up an anhydrous ammonia fertilizer plant. Despite fierce opposition from the major oil companies who dominated the industry, Valley Nitrogen Producers was a resounding success. Substantial dividends first paid for the stock and then drastically reduced fertilizer costs for the farmer-shareholders.

Kelso regarded the ESOP and CSOP as pragmatic proof that his revolutionary revision of classical economic theory, and the financial techniques he derived from this new perspective, were sound and workable in the economic and business world. As a corporate and financial lawyer, and later as senior partner in the law firm he founded, Kelso well understood this world. He was further motivated by his conviction that lawyers had a special responsibility to maintain and improve society’s institutions in the light of its democratic values. He further believed that the business corporation was society’s greatest social invention and that its executives had a fiduciary responsibility to exercise its vast power.

Kelso began to think seriously about economics in 1931, the second year of the Great Depression. Although not yet 18, he determined to launch his own investigation into the cause of a phenomenon no one was able to explain to satisfaction. This quest took him to the University of Colorado at Boulder, where in 1937 he was graduated with a B.S. degree in business administration and finance; he went on to law school, receiving a J.D. in 1938. He then joined a Denver law firm and also briefly taught constitutional law at his alma mater.

Then came Pearl Harbor. Kelso was commissioned in the U.S. Naval Service, and assigned to intelligence duty first in San Francisco and then in the Canal Zone. Working tropical hours, Kelso used his free afternoons to work on his seminal manuscript, The Fallacy of Full Employment; in 1946, the war over, the completed manuscript in his foot locker, the Navy sent him on a destroyer back to civilian life. But 1946 was also the year Congress passed the Full Employment Act. This legislation, still in force today, defines economic policy in the United States 170 years after the official birth of the Industrial Revolution as the right to a job. Kelso concluded that the time for his ideas had not yet come.

Kelso long believed that he had not originated a new economic theory but only discovered a vital fact that the classical economists had somehow overlooked. This fact was the key to understanding why the private property, free market economy was notoriously unstable, pursuing a roller coaster of exhilarating highs and terrifying descents into economic and financial collapse.

This missing fact, which Kelso had uncovered over years of intensive reading, research and thought, drastically modifies the classical paradigm that has dominated formal economics since Adam Smith. It concerns the effect of technological change on the distributive dynamics of a private property, free market economy. Technological change, Kelso concluded, makes tools, machines, structures and processes ever more productive while leaving human productiveness largely unchanged. The result is that primary distribution through the free market economy, whose distributive principle is “to each according to his production,” delivers progressively more market-sourced income to capital owners and progressively less to workers who make their contribution through labor.

Differential productiveness over time concentrates market-sourced income in the hands of those who will not recycle it back through the market as payment for consumer goods and services. They already have most of what they want and need so they invest their excess in new productive power. This is the source of the distributional bottleneck that makes the private property, market economy ever more dysfunctional. The symptoms of dysfunction are capital concentration and inadequate consumer demand, the effects of which translate into poverty and economic insecurity for the majority of people who depend entirely on wage income and cannot survive more than a week or two without a paycheck. And since, as Adam Smith laid down, economic demand begins with the consumer and consumer purchasing power, the production side of the economy is under-nourished and hobbled.

All of Kelso’s financing tools and economic proposals are designed to correct the imbalance between production and consumption at its source, in conformance with private property free market principles identified by Smith and his followers.

In a biographical summary written for the National Center for Employee Ownership in 1988, Kelso described “the area in which first I alone, and then, beginning about 25 years ago, Patricia and I, have made our contribution to the world of economics and corporate (and other) finance. The Kelso contribution lies partly in the area of macro-economic discovery, and partly in devising practical ways to implement and make good use of those discoveries in human affairs.”

New scientific ideas, especially those related to an existing paradigm, are notoriously difficult to name. Although going along with Randon House’s cold-war title, The Capitalist Manifesto, Kelso and Adler, rigorous thinkers both, knew that capitalist was not the right term. But they could not come up with a better one. In their book they had called Kelso’s new concept the theory of capitalism. Later Kelso and Hetter, wrestling with the same semantic problem, came up with a new term, universal capitalism. Not until after their last book was already in print did Kelso discover the term he had been searching for all along: binary economics.