The American Ownership and Resilience Act sets up a new Commerce Department program that helps workers buy the companies they work for when the owner retires or sells. The program would license private firms called Ownership Investment Companies (OICs) and back their debt with federal guarantees, so OICs can lend money to fund sales of small businesses to an ESOP (employee stock ownership plan, a retirement-style trust that owns company shares for workers) or a worker-owned cooperative. Total federal guarantees are capped at $5 billion a year, with up to $500 million backing any one OIC and $100 million for newer "Protege" OICs that are still building a track record. A 3% fee on each guarantee, plus interest, is meant to bring the program's cost to taxpayers to zero on paper under federal credit-budgeting rules (the same zero-subsidy design used for the SBA's SBIC program). Every ESOP buyout must use an independent trustee who hires an independent valuation firm to certify the price is fair, and workers get to direct the vote on any later sale of shares allocated to their accounts. Companies in critical industries or national-security supply chains get extra borrowing room (up to $75 million or 25% of private capital). The program is scheduled to start taking applications within 18 months and is set to sunset after 20 years.
Corporate Benefits
- federal full-faith-and-credit guarantees — up to $5B/yr backing OIC debt
- per-OIC leverage cap — up to $500M guaranteed for one company
- critical-industry leverage carve-out — extra $75M or 25% of capital excluded from cap
- zero-subsidy scoring design — program booked at $0 cost despite federal credit risk
Transparency & Accountability
- SEC §3 disclosure for OIC securities — SEC may exempt from 1933 Act registration
- Trust Indenture Act §304 coverage — SEC may exempt OIC debt from TIA disclosures
- 1940 Act §18 leverage caps — asset-coverage limits waived for guaranteed senior securities
- annual report to Congress — losses, licensees, demographics by race/gender/state
- ESOP pass-through voting — workers direct vote on sale of allocated shares
- independent trustee + fairness opinion — required on every ESOP buyout
Average Household Impact
- worker ownership at acquired firms — employees gain ESOP or co-op stake on owner exit
Congressional Summary
American Ownership and Resilience ActThis bill creates an investment facility to support the conversion of private businesses into employee-owned businesses.Specifically, the Department of Commerce must establish an investment facility that provides leverage to ownership investment companies (OICs) licensed by Commerce. Under the bill, OICsmanage capital for the purpose of financing the sale of a private business to an employee stock ownership plan (ESOP) or eligible worker-owned cooperative, have the authority to borrow money and issue securities or other obligations to finance the sale, andhave the full faith and credit of the United States to guarantee the payment of all such amounts.In a sale to an ESOP, an independent trustee must be appointed to obtain a fairness opinion on the investment from an independent financial advisor.New OICs may be mentored by other OICs through the Protégé OIC program established by the bill.The bill also establishes private capital requirements, third-party debt limitations, and enforcement provisions.
Details
- Congress
- 119th
- Chamber
- House
- Status
- summarized
- Action
- Introduced in House
- Action Date
- 2025-05-07
- Date Added
- 2026-05-05
- Source
- Congress.gov →
Like reading a bill in plain English?
We're building an app that does this for every bill in Congress and lets you tell your reps how you want them to vote. We're a small team getting ready to launch, and we're trying to show investors that real people want this. Be one of them. Help us get it built. Leave your email and we'll tell you the moment the app is ready.