American Ownership and Resilience Act

The "American Ownership and Resilience Act" proposes the creation of a domestic ownership investment facility within the Department of Commerce. This facility aims to promote employee ownership by licensing and providing financial leverage to specialized ownership investment companies (OICs) . These OICs are designed to facilitate the sale of ownership interests in independently operated businesses to employee stock ownership plans (ESOPs) or eligible worker-owned cooperatives (EWOCs) , ensuring these plans or cooperatives hold a majority stake. The bill mandates that OICs invest 100% of their managed capital in these "covered investments," with at least 50% specifically directed towards transactions that result in majority ESOP or EWOC ownership. To protect employee interests, transactions involving ESOPs require the appointment of an independent trustee who must obtain a fairness opinion from an independent financial advisor. This ensures that the terms and financing of the investment are financially equitable for the ESOP. The Department of Commerce will guarantee debentures (leverage) issued by licensed OICs, backed by the full faith and credit of the United States, up to $5,000,000,000 annually. Individual OICs have leverage limits, such as $500,000,000 for standard OICs and $100,000,000 for "Protege OICs," which are newer firms with less investment track record. A 3% fee is charged on the face amount of leverage granted. The legislation includes provisions to prevent OICs from exercising control over the businesses they invest in and outlines specific rules for distributing proceeds from future sales to ESOP participants. It also allows for the exclusion of certain investments in critical industries or technologies from leverage calculations, encouraging strategic domestic investments. OICs are required to submit annual reports detailing their investments, including demographic information on ESOP participants and worker-owners. The Secretary of Commerce is granted extensive oversight powers, including the ability to revoke licenses, issue cease and desist orders, conduct examinations, and remove management officials for violations. The authority to license new OICs under this program will sunset 20 years after the first license is approved, though existing OICs can continue to draw committed leverage.