American Ownership and Resilience Act

Summary

Creates a federal program run by the Department of Commerce to license and oversee "ownership investment companies" (OICs) that can provide financing for sales of private businesses to employee stock ownership plans (ESOPs) or eligible worker-owned cooperatives. The Department may guarantee OIC debt and issue trust certificates, while the SEC gets authority to ease certain federal securities rules for these companies. The law sets licensing rules, capital and governance standards, limits on leverage, reporting and examination requirements, enforcement tools, and detailed valuation, conflict-of-interest, and disclosure rules to protect investors and the federal backstop. The program combines credit support (federal guarantees and a lending facility), regulatory supervision (licensing, examinations, audits, removal and enforcement powers), and operational rules for how OICs make investments, work with trustees, and limit exposure to a single borrower. It also requires annual public reporting on program operations, losses, and outcomes related to ESOPs and worker cooperatives supported under the program.

• Creates a Department of Commerce‑run licensing program for "ownership investment companies" that finance employee ownership and worker cooperatives.
• Authorizes federal guarantees of OIC debentures and the issuance of trust certificates backed by guaranteed debt, with a $5 billion annual leverage cap and sublimits for Protégé firms.
• Sets licensing, capital (minimum $10M private capital), governance, conflict‑of‑interest, and operational standards for OICs and Protégé OICs.
• Requires independent trustees and fairness opinions for ESOP purchases and forbids employee financing that would undermine participant protections (with limited exceptions).
• Gives the Department broad oversight: examinations, audits, valuation standards, reporting, enforcement powers, and the ability to remove managers or seek receiverships in court.
• Directs the SEC to consider exemptions from some securities laws for OIC securities and coordinates regulatory relief to avoid overlapping rules.
• Imposes fees and charges on guarantees and leverage, requires credit‑cost accounting under Federal Credit Reform, and retains nonrefundable leverage fees.
• Limits exposure to a single borrower and requires annual congressional reporting on program losses, licensee counts, ESOP/cooperative outcomes, and demographic data where available.
• Establishes a Protégé pathway allowing experienced managers to sponsor emerging OICs and to receive modest leverage increases or minority interests.