Marc-Andé Pigeon
Do investors in a mutual have the right to cash in on a windfall created by previous generations?
The members of Economical – the Waterloo, ON-based property and casualty insurance company – gave the green light to the company’s demutualization in a vote on March 20, 2019. The business press says the move will be a “windfall” and “lottery” win for 878 owners, who could each pocket as much as $430,000 on an “investment” consisting of a three-year insurance policy (see here, here and here for background).
From a co-operative and mutualist perspective, it is tempting to see this process as a form of massive inter-generational wealth transfer. Why should a small band of owners benefit from accumulated wealth in a company that was started more than a 100 years ago by a group of hardscrabble farmers who put in countless volunteer hours making it into something?
In some provinces, like Quebec, this understanding is baked into co-operative and credit union legislation, which explicitly captures the idea that the accumulated net wealth in a co-op/credit union belongs to the broader movement or society, not the individuals who happen to own the co-operative at a point in time. This and other demutualization considerations are discussed at length in this Centre report.
It Could Have Been Worse
Still, the Economical wealth transfer could have been much worse. When Economical first proposed to demutualize, those 878 policyholders stood to pocket $1 million or more. Then the federal government put in place rules that forced Economical’s 878 mutual owners and their board of directors to consider not just the interests of non-voting insurance policyholders but also the legacy of previous generations of policyholders.
The result? Economical’s demutualization plan promises to set up a $100 million charitable foundation – the Economical Insurance Heritage Foundation– that recognizes the “contributions that Economical’s subsidiaries and ineligible and former policyholders have made to the value of Economical.” This is a peculiar and interesting outcome – taking an essentially democratic institution and moving much of its accumulated value into a largely unaccountable philanthropic organization. But there is another big issue here: if by setting up the charity, Economical is explicitly recognizing the value of the people who came before, how can they justify a demutualization process that benefits so few people today? And what is the underlying policy rationale for letting this happen?
Cold, Hard Business Decision
It’s simply a cold hard business decision says Economical, an argument that Ottawa policymakers seem to have accepted. The insurance industry is consolidating and the only way Economical can stay competitive is to go big (by acquiring another insurance company) or go home (wind-up). They need to be able to issue shares that trade on open markets to fund acquisitions or grow the business. In a mutual, owners hold home or auto policies, not shares. When those policies expire or lapse, so does the ownership interest. Not very good for raising million dollars or for shopping a company around as a takeover target.
But of course, this configuration was by design. Many of the people who set up mutuals and co-ops believed it was important to build these companies so they would grow organically, slowly, and remain firmly under democratic control: one policyholder, one vote, responsive to the local needs of members or policyholders. For many early co-op and mutual activists, experience dictated that growing too fast threatened the very foundation of the co-op and could, as a result, put all their hard work, the legitimacy and the co-op / mutual brand at risk.
Economical’s 200+ page informational circular exposes the tension between this understanding of the mutual’s historical legacy and the desire for Economical’s 878 owners to claim their windfall. Early in the circular, Economical looks at five alternatives to demutualization. In each case, it emphasizes that it rejected the alternative because it did not provide a “mechanism by which the value of Economical Mutual could be distributed to its policyholders in a manner similar to the demutualization process.” In short, none of the other options delivered on the promised windfall.
A Precedent
Whatever the merits of the Economical demutualization, it sets an important precedent. By requiring Economical to set aside a portion of the sale to a foundation, the government has required future mutual or co-operative demutualizations to take into account the legacy of the past and the promise of the future. Maybe this precedent and the understanding of the inter-generational nature of mutual and co-ops is the real payoff from the Economical’s demutualization.
Marc-André Pigeon, Director and a Strategic Research Fellow,
Canadian Centre for the Study of Co-operatives
“Windfall” cover image credit