Advisory for owners considering a transition to employee ownership. Structure assessment, feasibility, valuation, transaction design and governance — covering both ESOPs and worker cooperatives, so the recommendation follows the analysis rather than the advisor's familiarity.
Employee ownership is a genuine third option between selling to a strategic buyer and holding indefinitely. It provides liquidity, keeps the business intact, rewards the people who built it, and carries tax treatment available under no other exit structure. It is also more complicated than the advisors who sell one version of it tend to acknowledge.
Most owners exploring this are shown an ESOP, because ESOPs are what most advisors know. An ESOP is a real structure with a real benefit and for many companies it is the right answer. It also carries an independent trustee, an annual appraisal, ERISA compliance and a repurchase obligation that compounds on the balance sheet for decades.
A worker cooperative captures the identical Section 1042 capital gains deferral without the trustee, without the fiduciary appraisal discount applied to the sale price, and without the repurchase liability. It works at headcounts where an ESOP cannot justify its own cost. The trade-offs are real — patronage is taxed to members as allocated, and democratic governance is a meaningful cultural change — and fewer advisors have run one.
We assess both against the specifics of the business before recommending either, then run the feasibility, valuation and structuring work and coordinate the transaction with counsel and, where required, the trustee.
Devan McLaren leads the practice with Eduardo Cabral, who has advised on cooperative conversions across multiple sectors and supported one of the largest worker-owned businesses on the West Coast.
ESOP against cooperative against conventional sale, compared line by line on price, annual cost, repurchase exposure, governance and tax treatment before a path is chosen.
Whether the business can carry the structure — cash flow to service the transaction, governance and headcount readiness, and a realistic timeline.
Independent valuation supporting the transaction, prepared to the standard a trustee, lender or outside financing party will require.
Deal design, seller financing terms and the Section 1042 qualification requirements coordinated with tax counsel so the deferral holds up.
How the transaction gets funded — seller notes, cooperative and mission-aligned lenders, and conventional debt where available. We advise on structure and prepare materials; we do not lend or place capital.
Member governance, board structure and the operating agreements that determine whether employee ownership works in practice after closing.
Sequencing partial liquidity, management transition and eventual full transfer for owners planning over several years rather than months.
Advisory through the first years of employee ownership, when governance, member economics and reporting are still being established.
A selection of engagement highlights, not an exhaustive list. Client names, project names and property addresses have been removed and regions generalised, consistent with our confidentiality agreements. Unit counts and dollar figures are order-of-magnitude, drawn from underlying models on file.
Devan founded Triple Beam Advisors and leads every practice the firm runs. He has been instrumental in underwriting and advising on transactions with an aggregate value exceeding $1 billion, spanning debt and equity across real estate, operating companies and specialised sectors, and is among the more experienced advisors working in US cannabis finance. Prior to founding the firm he was a Senior Analyst with the Fiore Group, covering private equity and venture capital investments across real estate, entertainment, energy, technology and retail. He is based in Los Angeles.
Eduardo specialises in cannabis and employee ownership. He was a core contributor at Bengal Capital, where he supported over $200 million in transactions across seed stage, growth equity and hedge fund strategies, with a portfolio spanning some of the cannabis industry's most recognised names. He then moved into social-impact work, supporting the largest worker-owned home healthcare business on the West Coast and consulting on employee-ownership conversions across multiple sectors. A Harvard graduate, he is based in Baltimore.
The first conversation is exploratory and confidential. We listen, ask questions, and give you a straight answer on how we would approach it.