Mr. Speaker, I yield myself such time as I may consume. H.R. 1343, Encouraging Employee Ownership Act of 2017, eliminates important disclosures that private companies must provide to their employees in the event they are compensating those…
Mr. Speaker, I yield myself such time as I may consume.
H.R. 1343, Encouraging Employee Ownership Act of 2017, eliminates important disclosures that private companies must provide to their employees in the event they are compensating those employees with stock.
This bill would limit transparency. If companies want to pay their employees in stocks, they should have to simply disclose to their workers the risks associated with those investments.
Currently, private companies can provide up to $5 million worth of stock compensation annually to their employees and are not required to provide any financial disclosure. This bill would lift that cap to $10 million.
If companies choose to provide an employee with stock compensation, they should be required to inform that employee of the appropriate financial information, benefits, and the risks associated with that investment, including 2 years of company financial statements. All of this information is commonly available to typical investors.
Let's be clear: this stock is compensation for their work. Employees deserve to understand the value of their compensation prior to accepting it. They deserve the same protections that other investors would get.
I agree with Professor Mercer Bullard, who is a professor of law at the University of Mississippi School of Law, who testified before the Capital Markets, Securities, and Investments Subcommittee voicing his concerns about the bill. In his testimony, he noted that to take advantage of the terms of this legislation, an issuer would have to have at least $34 million in total assets. Surely, such minimal disclosures are not too burdensome for those sort of companies.
I do also understand that some proponents of this legislation argue that such an exemption is needed because disclosure of company information to employees runs the risk that confidential information could be leaked to competitors.
Employees with access to such information could simply be subject to nondisclosure agreements, which are typical today. Indeed, nondisclosure agreements are a simple solution that protects the company, but does not deny the employees the right to understand the worth of, or the risks associated with, the compensation they are receiving. Unfortunately, this bill would limit that transparency and those protections.
Mr. Speaker, I oppose this legislation, and I reserve the balance of my time.
Mr. Speaker, I yield 6 minutes to the gentleman from Minnesota (Mr. Ellison), a member of the Financial Services Committee.
Mr. Speaker, I yield an additional 2 minutes to the gentleman from Minnesota.
Mr. Speaker, I yield 4 minutes to the gentleman from Maryland (Mr. Delaney), a member of the Committee on Financial Services, my classmate, and a cosponsor of this legislation.
Mr. Speaker, I yield an additional 1 minute to the gentleman from Maryland.
Mr. Speaker, I yield myself such time as I may consume.
I appreciate the comments of my colleague and friend. I do, however, disagree that the question here derives from a lack of understanding of the legislation. I think it is entirely possible--in fact, I would suggest that it is likely--that members of a body such as this, from 435 distinct districts and different experiences, can look at the same information, fully understand it, and come to different conclusions as to what sort of policy ought to be in place, and that is where I have landed on this particular subject. I fully understand.
I also think it is important to note that we can't on one hand say that this is not about disclosure and on the other hand mention that these disclosure requirements could have a negative impact and encourage or discourage companies from engaging in the practice of awarding employees with stock as a part of their compensation.
It is a question of disclosure. This legislation is about the disclosure requirements that should be applied in this case. That is really what we have heard from both sides of this argument: where should that disclosure requirement be, and at what level should it be incurred?
What I would say is--and I think this is important to note, speaking for myself--I know many other members of the Financial Services Committee and Members of this body that may oppose this legislation feel strongly that the direction toward awarding employees with stock ownership is a positive direction. It is something that my friend, Mr. Delaney, has not only advocated for, but has practiced in his own private sector experience. It is a positive thing for a company and it is a positive thing for the employees.
The only point that I continue to drive home and that others have reiterated is that it is important that employees understand the nature of the stock that is being awarded to them and that the disclosure requirements make clear employees are aware of the compensation and its true value. That is really the point of my objection.
Mr. Speaker, I include in the Record a letter I received from Public Citizen, which articulates some of these same arguments.
Mr. Speaker, I reserve the balance of my time.
Mr. Speaker, I yield 2 minutes to the distinguished gentleman from Colorado (Mr. Polis), a member of the Committee on Rules and the Committee on Education and the Workforce.
Mr. Speaker, I yield myself such time as I may consume.
I would just point out again that the position many of us are taking does not contradict the principles that are being articulated. In fact, the law does not preclude any company from awarding stock as compensation at any level. It simply requires that information be provided so that those individuals who are receiving that compensation have the information and have the resources to understand the value of that compensation. I just want to reiterate that because it is important that the position not be mischaracterized as one that wants to dampen the ability of companies to reward their employees with stock or use that as a form of compensation. It is just important that they have transparency in that process so people who are receiving that compensation understand its true value.
Mr. Speaker, I reserve the balance of my time.
Mr. Speaker, I reserve the balance of my time.
Mr. Speaker, I continue to reserve the balance of my time.
Mr. Speaker, I yield myself the balance of my time to close.
I have heard a number of my colleagues point to the red tape and the unnecessary burdens that are placed on a company that wishes to provide stock compensation.
Let me be clear about what it is that we would require. This is what is required for a company that exceeds the threshold: That they provide a copy of the compensation plan or a contract, if they disclose that; a copy of a summary plan description, if it is an ERISA retirement plan or, if not, a summary of the plan's material terms; risk factors associated with the stock; and the company's most recent financial statements from the last 2 years, which don't need to be audited.
This is important information for anyone receiving stock as compensation in order to understand the value of that stock and not a burdensome requirement on a company, particularly a company of the size that would be required under the increased threshold that is being proposed by this law.
If there is any aspect of this debate which is common sense, it is common sense that a person receiving compensation ought to have information that tells them the value of that compensation.
Mr. Speaker, I think this is an important debate and discussion. It is one that this body is well-served by taking on.
I do agree, as I said, that this is an important direction for us to take as a nation. And it certainly makes sense that, in order for us to fully all participate in the economy, employee ownership is a value. It creates more productive companies, more competitive companies. It provides better compensation, and, as has been pointed out, it creates more stable organizations less likely to lay people off, more likely to be sustainable companies. That is all good, and that is important.
It comes down to the question of transparency. Employees deserve to know the state of their employer's finances, if they are to accept stock in lieu of monetary compensation. They deserve no less protection than other investors in the company.
We shouldn't fear that kind of transparency. A company that wants its employees to accept stock instead of monetary compensation should embrace this sort of compensation. If they want to empower those employees and they want to make them a part of the company, they should provide them with
the information that helps them understand the value of that ownership.
Transparency is important for individuals to make informed choices, not informed choices coming from a dictate from Washington but information that they have the right to have. It empowers them with knowledge that allows them to make choices about the form of compensation that they would accept.
That is what this legislation really is about, and that is why I oppose the legislation and encourage my colleagues to join me in that.
I yield back the balance of my time.