{"id":92,"date":"2014-05-02T13:32:06","date_gmt":"2014-05-02T20:32:06","guid":{"rendered":"http:\/\/kelsoinstitute.org\/louiskelso\/?page_id=92"},"modified":"2016-10-04T14:56:00","modified_gmt":"2016-10-04T21:56:00","slug":"why-i-invented-the-esop-lbo","status":"publish","type":"page","link":"https:\/\/kelsoinstitute.org\/louiskelso\/literary-legacy\/why-i-invented-the-esop-lbo\/","title":{"rendered":"Why I Invented the ESOP LBO"},"content":{"rendered":"<p style=\"color: #000000;\"><strong>by Louis O. Kelso and Patricia Hetter Kelso<\/strong><\/p>\n<p style=\"color: #000000;\">\u00a0In October 1929, when the U.S. economy began to sink into that deep morass later immortalized as the Great Depression, I was not quite 16 years old, and at a loss to understand this mysterious catastrophe.<\/p>\n<p style=\"color: #000000;\">To my innocent young mind, the Depression seemed absurd.\u00a0 Here was an economy endowed by Nature with more than enough of everything necessary to produce a high standard of living for all.\u00a0 Why, then, were factories running part-time or shut down?\u00a0 Why were valuable tools and machinery allowed to rust?\u00a0 Why were millions of threadbare and ragged people foraging in garbage cans or standing in soup lines, when farmers could grow mountains of food and fiber on land now lying idle and manufacturers were as eager and able to make clothing and every other useful thing as storekeepers were to sell them?\u00a0 Why did growers saturate entire orchards of sweet ripe oranges with gasoline before throwing them into rivers to float past starving children?\u00a0 Why did trains meant to carry people rattle along with coaches almost empty, while freight trains were loaded down with homeless, jobless vagrants?<\/p>\n<p style=\"color: #000000;\">These and other equally inexplicable questions \u2014 prompted by what I saw, read and heard around me \u2014 constantly roiled around in my mind.\u00a0 None of it \u2014 the foreclosures, the unemployment, the low wages, the suffering of millions of innocent people \u2014 made any sense.<\/p>\n<p style=\"color: #000000;\">But what I saw as the economy of the absurd my elders stoically accepted.\u00a0 For them it was business as usual.\u00a0 They took it for granted that a capitalist economy would sooner or later collapse, just as volcanos periodically erupt, locusts darken the sun and rivers swell into raging floods.\u00a0 In 1931 President Hoover reminded the nation that \u201cdepressions are not new experiences, though none has hitherto been so widespread.\u00a0 We have passed through no less than fifteen major depressions in the last century.\u00a0 We have learned something as the result of each of these experiences.\u201d<\/p>\n<p style=\"color: #000000;\"><em>Fifteen major depressions in a single century?<\/em>\u00a0 What knowledge could the elders have gleaned from these grisly lessons when they still didn\u2019t know the cause of depression, the cure for depression or how to prevent future depressions?\u00a0 (And in case anyone should be feeling smug about our own generation\u2019s intellectual progress, the fact is that, sixty years after the event, economists\u00a0<em>still<\/em>\u00a0do not agree on what caused the Great Depression.)<\/p>\n<p style=\"color: #000000;\">So the brash young man I was then decided to launch his own investigation.\u00a0 This economic mystery had to have a rational explanation.<\/p>\n<p style=\"color: #000000;\">Several years of hard intellectual detective work led me to conclude that the problem lay with the\u00a0<em>assumptions<\/em>\u00a0underlying the concept of the free market.\u00a0 One of them was wrong.\u00a0 And the original error was sown by none other than the father of modern economics, Adam Smith, himself.<\/p>\n<p style=\"color: #000000;\">It was simply not true, as Smith had assumed and economists after him still assume, that\u00a0<em>only<\/em>\u00a0human labor produces goods and services, <em>i.e.<\/em>, real wealth.\u00a0 Nor is the corollary true, that, therefore, labor jobs and labor employment are the only ways people can produce and earn income.\u00a0 In the real economic world there are in fact\u00a0<em>two<\/em>\u00a0ways in which people can make productive input.\u00a0 One is through labor.\u00a0 The other is through capital \u2014 land, structures, tools, machines and processes \u2014 the creatures of scientific and technological advance.<\/p>\n<p style=\"color: #000000;\">Nor was it true, as Smith also assumed, and as U.S. national economic policy, the Employment Act of 1946, also assumes, that productive power was as democratically and effectively distributed\u00a0<em>after<\/em>\u00a0the Industrial Revolution as it had been in the pre-industrial eons before technology harnessed the energy of Nature, although \u2014 and this is at the heart of the problem \u2014 it was in that pre-industrial era that our ideas about free market economics and our principles of democracy were formed.<\/p>\n<p style=\"color: #000000;\">We have been running the economy on a myth \u2014 the \u201crising productivity of labor\u201d \u2014 to protect ourselves from the fact that technological progress really substituted capital input for labor input.\u00a0 Regardless of whether new jobs came into being to replace those destroyed, as capital input increased, labor\u2019s input, relative to capital\u2019s, declined.\u00a0 Under the property rule of the free market, each participant receives the value of his or her contribution.\u00a0 Therefore, working people\u2019s\u00a0<em>legitimate\u00a0<\/em>income share was proportionally shrinking, while capital owners\u2019 was increasing.\u00a0 Technological advance was causing the productiveness of capital to rise.\u00a0 But working people owned no non-residential capital.<\/p>\n<p style=\"color: #000000;\">The problem was that, although the logic of a market economy had not changed, the facts of production had changed.\u00a0 Free market logic still compelled every consumer to be a producer, <em>i.e.<\/em>, to make productive input.\u00a0 But the Industrial Revolution had changed the idea and nature of work or production from labor-intensive to capital-intensive.\u00a0 And in the process it changed the way people must earn incomes if we are to avoid the political and economic ills that flow from coerced income redistribution from those who earn to those who need.\u00a0 The Industrial Revolution changed \u201cwork\u201d from something people once did primarily by the power of their bodies and brains to something increasingly done via (other peoples\u2019) privately owned capital instruments.<\/p>\n<p style=\"color: #000000;\">But we never adjusted our economic institutions to accommodate this important new environment.\u00a0 We went on acting as if the Industrial Revolution had never taken place, or if it had, as if it had not changed anything as basic and vital as the Puritan work ethic.\u00a0 And when World War II ended, we hastened to pass the Employment Act of 1946, enshrining into national economic policy the false notion that a nation can solve all its economic problems and avoid depression by providing as many people as possible with labor jobs, genuine or \u201ccreated.\u201d<\/p>\n<p style=\"color: #000000;\">Nor is it irrelevant to my story that while Congress was furiously debating this anachronistic piece of legislation, I had just completed writing my own economic analysis.\u00a0 I called my manuscript, \u201cThe Fallacy of Full Employment,\u201d later published as\u00a0<em>The Capitalist Manifesto<\/em>.<\/p>\n<p style=\"color: #000000;\">Now, after more than a half-century of running our economy on employment and jobs while disregarding that most goods and services are produced through capital, people are disillusioned to discover that:<\/p>\n<ul style=\"color: #000000;\">\n<li>A good education, professional skills, good character and hard work are not enough to keep growing numbers of families in the middle class, much less give them entry to it.<\/li>\n<li>Hard work during their most productive years by both husband and wife will probably not provide a decent living, particularly should either lose a job, become disabled or retire.<\/li>\n<li>Two working parents holding average jobs, even with moonlighting thrown in, cannot provide as well for their children as their own parents did for them on the earnings of a single breadwinner.<\/li>\n<li>With ominously increasing frequency, two working spouses, especially if they have children, cannot afford to buy and maintain a home.<\/li>\n<\/ul>\n<p style=\"color: #000000;\">People once expected technological progress to provide better livings with less toil and more leisure, not just for a career meritocracy but for the average population.\u00a0 Instead, we have a falling general standard of living, the need to work harder and longer, often at more than one job, while leisure, even as an ideal, has virtually disappeared.\u00a0 Indeed, our failure to harness the producing and income-earning power of capital (land, structures, machines and capital intangibles, normally represented by the ownership of common corporate stock) to directly satisfy the needs and wants of families and single individuals throughout the economy is reflected in ways other than contrived privation.\u00a0 It shows up as well as stratospheric national debt and debt service costs, trade deficits, loss of international competitiveness, inflation and human alienation.<\/p>\n<p style=\"color: #000000;\">These modern symptoms of a miswired economy testify to the validity of the message first made public in\u00a0<em>The Capitalist Manifesto<\/em>, <em>i.e.<\/em>, that labor employment alone is no longer the key to a good economic life.\u00a0 Full employment is no longer an adequate or rational goal for an industrial economy.\u00a0 It is most certainly not an adequate goal for a democracy dedicated to the ideal of equal economic opportunity for all.<\/p>\n<p style=\"color: #000000;\">Meanwhile, what about the other way of earning income, capital work?\u00a0 Well, official policy is that it doesn\u2019t matter who owns the nation\u2019s productive capital.\u00a0 To economic policy, capital is invisible.\u00a0 Capital is important not because it provides productive input and produces income, just as labor does, but because it \u201ccreates\u201d employment for labor.\u00a0 It is a mere catalytic agent.\u00a0 The employment and income-producing potential of capital ownership is ignored.\u00a0 Consequently, capital ownership in the U.S., for generations confined to the top 5 percent of families, is being super-concentrated through mergers, acquisitions and non-ESOP leveraged buyouts (LBOs) at a rate the nation has not seen since the days of the robber barons.<\/p>\n<p style=\"color: #000000;\">And how do the already-rich make themselves even richer?\u00a0 Their most efficient new instrument is the leveraged buyout, which I invented in 1956 for quite the opposite purpose \u2014 namely, to build capital-sourced earning power into the middle class and the working poor.\u00a0 The original leveraged buyout is the Employee Stock Ownership Plan, or ESOP.\u00a0 So far, there are about 10,000 ESOPs in the U.S., with new ones being added at an accelerating rate each year.\u00a0 These ESOPs are painlessly enabling some 10 million corporate employees to become capital workers by permanently adding the earning power of capital to their wages and salaries.\u00a0 Over $6 billion in employee capital ownership was acquired by U.S. corporate employees in 1987.\u00a0 But that figure is dwarfed by the over $600 billion in capital acquisitions through the Wall Street rip-off of my invention, which has merely exacerbated the nation\u2019s super-concentration of capital ownership.<\/p>\n<p style=\"color: #000000;\">So, even if the economy has so far staved off collapse, the forces which cause depression are still at work.<\/p>\n<p style=\"color: #000000;\">A powerful free market economy must have powerful consumers, as well as powerful producers.\u00a0 Adam Smith was right about that.\u00a0 But today that requires consumers who have the combined earning power of their labor and their own capital.\u00a0 Unless we change our Stone Age economic policy, however, and begin to democratize capital ownership through the ESOP LBO and related financing methods based on private property and free market principles, while discouraging methods of finance that foster Wall Street rip-offs of the ESOP \u2014 our standard of living and world leadership position will continue to decline.<\/p>\n<p class=\"kelso\" style=\"color: #000000;\"><strong><em>\u2014\u00a0 Originally published as a feature article in LEADERS, October, November, December 1989, Vol. 12, No. 4<\/em><\/strong><\/p>\n","protected":false},"excerpt":{"rendered":"<p>by Louis O. Kelso and Patricia Hetter Kelso \u00a0In October 1929, when the U.S. economy began to sink into that deep morass later immortalized as the Great Depression, I was not quite 16 years old, and at a loss to &hellip; <a href=\"https:\/\/kelsoinstitute.org\/louiskelso\/literary-legacy\/why-i-invented-the-esop-lbo\/\">Continue reading <span class=\"meta-nav\">&rarr;<\/span><\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"parent":28,"menu_order":11,"comment_status":"closed","ping_status":"closed","template":"","meta":{"nf_dc_page":"","footnotes":""},"class_list":["post-92","page","type-page","status-publish","hentry"],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v27.5 - https:\/\/yoast.com\/product\/yoast-seo-wordpress\/ -->\n<title>Why I Invented the ESOP LBO - The Kelso Institute<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/kelsoinstitute.org\/louiskelso\/literary-legacy\/why-i-invented-the-esop-lbo\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Why I Invented the ESOP LBO - The Kelso Institute\" \/>\n<meta property=\"og:description\" content=\"by Louis O. 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