March 4, 2026

The Great Ownership Transfer: Why the Next Decade Will Redefine Business Succession

A massive shift in business ownership is already underway in the United States. As millions of baby boomer entrepreneurs approach retirement, the country faces what McKinsey calls ā€œThe Great Ownership Transfer.ā€ This wave of succession will shape the future of small businesses, local economies, and wealth creation for decades to come.

According to a recent report from the McKinsey Institute for Economic Mobility, roughly six million small and medium-sized businesses will face ownership transitions by 2035, representing as much as $5 trillion in enterprise value.

The question is no longer whether this transition will happen.
The real question is how it will happen—and who will benefit from it.

Why the Ownership Transition Matters

Small businesses are the backbone of the U.S. economy. They represent 99% of all companies, employ more than 60 million workers, and generate 35% of business revenue nationwide.

When these businesses fail to transition successfully, the consequences go far beyond a single owner’s retirement. Failed transitions can mean:

    • Lost jobs

    • Reduced local investment

    • Weakened community economies

    • Lost pathways to wealth creation

Today, most business exits still occur through closure rather than transfer. McKinsey estimates that in 2022 alone, 92% of small business exits resulted in closure, while only a small fraction were sold or transferred to new owners.

In many cases, these closures are not due to failing businesses—but rather a lack of succession planning, financing, or accessible buyers.

A Once-in-a-Generation Opportunity

While the risks are real, the coming transition also presents an extraordinary opportunity.

If even a portion of these businesses successfully transition to new ownership rather than shutting down, the economic impact could be enormous. McKinsey estimates that effective ownership transitions could:

    • Preserve up to 12 million jobs

    • Protect approximately $250 billion in annual local spending power

Perhaps most importantly, expanding access to business ownership could significantly reduce wealth gaps. Under current patterns, only about 28% of transferring business value would accrue to women and Black or Latino individuals combined, but broader participation could unlock up to $3 trillion in new household wealth.

This makes ownership transition one of the most powerful near-term tools for expanding economic mobility in the United States.

Why So Many Business Transitions Fail

Despite the scale of the opportunity, the current market for small-business transitions remains fragmented.

Many owners delay succession planning until late in their careers. Others lack access to qualified buyers or financing options. In addition, the infrastructure supporting ownership transfers—advisors, financing structures, and transition planning—is still underdeveloped.

As a result, viable businesses often close simply because there is no clear pathway for transfer.

The Role of Structured Ownership Transitions

To capture the full value of the coming ownership wave, the U.S. will need more effective transition structures that allow owners to exit while preserving businesses and jobs.

One increasingly important solution is employee ownership, including Employee Stock Ownership Plans (ESOPs). ESOPs can provide:

    • A structured succession path for retiring owners

    • Liquidity and potential tax advantages for sellers

    • Long-term continuity for the business

    • Wealth-building opportunities for employees

When implemented correctly, employee ownership allows the next generation of stakeholders—the employees themselves—to carry forward the company’s legacy.

Preparing for the Ownership Transition Wave

For business owners approaching retirement, the next decade will bring both urgency and opportunity. Planning early is essential to ensure that a lifetime of work results in a successful transition rather than an unnecessary closure.

Key steps include:

    1. Evaluating succession options early

    2. Understanding the value of the business

    3. Exploring tax-efficient exit strategies

    4. Considering employee ownership and other structured transitions

Owners who start planning well before retirement are far more likely to achieve a successful transition that protects their employees, their communities, and their legacy.

The Bottom Line

The Great Ownership Transfer is not just a demographic trend—it is a defining economic shift.

Handled poorly, it could lead to widespread small-business closures and lost economic opportunity. Handled well, it could preserve millions of jobs, strengthen communities, and expand access to ownership across the country.

The difference will depend on whether owners, advisors, and policymakers build the systems needed to transfer businesses—not just close them.

Planning Your Ownership Transition

For many business owners, succession planning is one of the most important—and most delayed—decisions they will ever make. With millions of businesses expected to transition in the next decade, early planning can mean the difference between preserving a company’s legacy and seeing it disappear.

Employee Stock Ownership Plans (ESOPs) are one of several strategies that can help owners achieve liquidity while maintaining business continuity and rewarding the employees who helped build the company.

If you’re a business owner considering your exit options—or an advisor helping clients navigate succession—now is the time to start exploring the available pathways.

Contact our team to learn how structured ownership transitions, including ESOPs, can help preserve businesses, protect jobs, and create long-term value for owners and employees alike.

Source: McKinsey Institute for Economic Mobility,
ā€œThe Great Ownership Transfer: A new era of business stewardshipā€ (Feb. 26, 2026).

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your Business, and your Employees

Upcoming Web Seminar

Free 90-Minute Webinar for Business Owners, CFOs & Advisors

Learn how ESOPs fuel growth, reduce taxes, and power succession—without giving up control.

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Why 2026 is the Time for ESOPs

Strong companies are using ESOPs to play offense. With rates stabilizing and talent still tight, employee ownership is delivering a durable edge:

    • Founder Liquidity—On Your Terms. Create a market for your shares without selling to private equity or competitors.
    • Major Tax Efficiency. Enable capital‑gains deferral for selling shareholders (Section 1042 eligibility) and reduce or even eliminate ongoing corporate income tax for S‑Corporation ESOPs—freeing cash for growth.
    • Talent Magnet. Meaningful employee ownership boosts engagement, retention, and performance—without relying solely on wage increases.
    • Resilient Margins. ESOP tax advantages help counter wage pressure, input costs, and tariffs—so more operating cash flows to strategy.
    • Control & Culture Intact. Transition ownership while keeping leadership and values in place.. Transition ownership while keeping leadership and values in place.

Bottom line: ESOPs create a rare win‑win‑win—for owners, the business, and employees.

What You’ll Learn

ESOP 101—Modern Playbook
How ESOPs work in 2026, who qualifies, deal structures, and timelines.

Tax Strategies that Change the Math
Capital‑gains deferral, corporate tax reduction/elimination for S‑Corp ESOPs, deductible contributions, and cash‑flow modeling.

Talent & Culture
Retention without across‑the‑board raises; ownership communications that actually move the needle.

Protecting Margins
How ESOP incentives can offset cost inflation and support reinvestment.

Valuation & Financing in Today’s Market
Bank/seller notes, mezzanine options, rate considerations, and why ā€œbankable ESOPsā€ are closing now.

Governance & Control
Board, trustee, and management roles—what really changes (and what doesn’t).

Who Should Attend

    • Business OwnersĀ planning an exit, partial sale, or recapitalization

    • CFOsĀ evaluating capital structure and tax strategy

    • Advisors & Succession PlannersĀ guiding owner‑led companies

    • HR & ESOP Committee MembersĀ building engagement around ownership

Agenda (90 Minutes)

    1. Welcome, Speakers & Why ESOPs in 2026Ā (5 min)
      Quick orientation; who Menke is and why ESOPs are winning right now.
    2. ESOP Basics & Business Owner BenefitsĀ (10 min)
      What an ESOP is; liquidity, diversification, succession, productivity.
    3. Myth‑Busting: What ESOPs Do—and Don’t—RequireĀ (5 min)
      No, you don’t have to sell 30%+, borrow big, or give up control.
    4. Deal Structures & Transaction PathsĀ (10 min)
      Cash‑contribution (pay‑as‑you‑go), leveraged (bank/seller notes), and stock contribution; when each fits.
    5. Typical Scenarios & OutcomesĀ (10 min)
      Gradual sales, minority/majority sales, 100% buyouts, and recap strategies.
    6. Who’s a Strong Fit (and Common Constraints)Ā (5 min)
      Profitability, team/transition readiness, industry notes.
    7. Tax Strategy Deep DiveĀ (10 min)
      S‑Corp ESOP distribution savings; C‑Corp §1042 capital‑gains deferral; entity‑path options.
    8. Valuation & Pricing vs. Third‑Party SalesĀ (8 min)
      FMV standards, control vs. minority value, practical comparisons.
    9. Financing the ESOPĀ (8 min)
      Bank market overview, seller paper, balance‑sheet effects, cash‑flow modeling.
    10. Plan Operations & Employee CommunicationsĀ (8 min)
      Eligibility, vesting, distributions, disclosures, and how transparency drives results.
    11. Culture, Engagement & Measured Performance UpliftĀ (6 min)
      What changes on day 2; tying ownership to productivity.
    12. Roadmap & Next StepsĀ (3 min)
      Feasibility, design/adopt, contributions, and timing the sale.
    13. Live Q&AĀ (2 min)

Hear From Past Attendees

ā€œI came in skeptical. I left with a concrete roadmap and the math to brief our board.ā€

ā€œThis clarified our exit plan and showed how we can reward employees at the same time."

Your Presenter: Phil DeDominicis

Phil DeDominicisĀ is an ESOP strategist and M&A advisor who has guided 300+ companies through ESOP formations, financing, and transactions overĀ 20+ years at Menke & Associates. He specializes inĀ selling ESOP‑owned businessesĀ to financial or strategic buyers and inĀ helping ESOP companies acquire other businesses.

Before Menke, Phil spentĀ 14 years in investment banking M&AĀ atĀ Morgan StanleyĀ andĀ Salomon Smith Barney, advising middle‑market companies on change‑of‑control transactions. He holds aĀ B.S. in Chemical EngineeringĀ from theĀ University of DelawareĀ (1985) and anĀ MBA in Finance & AccountingĀ fromĀ UCLA AndersonĀ (1989). Phil currently serves onĀ six for‑profit and not‑for‑profit boards.

What Phil will cover:

    • Where ESOPs win in 2026 (tax, talent, and control)
    • Owner liquidity paths: minority, majority, and 100% sales
    • Financing options and what lenders look for
    • Valuation reality vs. third‑party sales
    • How to prep a board, trustee, and employees for a successful close

Reserve Your Spot Now

Seats are limited.Ā Save yours now and receive the ESOP Feasibility Checklist.

10:00AM – 11:30AM PT
11:00AM – 12:30PM MT
12:00PM – 1:30PM CT
1:00PM – 2:30PM ET

No cost. Suitable for companies with $5M–$500M+ in revenue across construction, manufacturing, services, distribution, tech, and more.

FAQ (Quick Hits)

    • Do I lose control?Ā No—most ESOPs preserve day‑to‑day control with your leadership team and board.

    • Is this only for certain industries?Ā ESOPs work across sectors when cash flow is stable and leadership continuity matters.

    • Can we do a partial sale?Ā Yes—stage liquidity over time while capturing tax benefits.

READY FOR AN ESOP NOW?

Interested in finding out how an ESOP could work for your company?

For a free preliminary analysis, just fill out our ESOP Feasibility Questionnaire.

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