Louis O. Kelso (1913-1991) was a political economist in the classical tradition of Smith, Marx and Keynes. He was also a corporate and financial lawyer, author, lecturer and merchant banker who is chiefly remembered today as the inventor and pioneer of the Employee Stock Ownership Plan (ESOP), the prototype of the leveraged buy-out invented to enable working people without savings to buy stock in their employer company and pay for it out of its future dividend yield.

Kelso created the ESOP in 1956 to enable the employees of a closely-held newspaper chain to buy out its retiring owners. Two years later Kelso and his co-author, the philosopher Mortimer J. Adler, explained the macro-economic theory on which the ESOP is based in The Capitalist Manifesto (Random House, 1958). In The New Capitalists (Random House, 1961), the two authors present Kelso’s financial tools for democratizing capital ownership in a private property, market economy. These ideas were further elaborated and refined in Two-Factor Theory: The Economics of Reality (Random House, 1967) and Democracy and Economic Power: Extending the ESOP Revolution Through Binary Economics (1986, Ballinger Publishing Company, Cambridge, MA; reprinted 1991, University Press of America, Lanham, MD), both co-authored by Patricia Hetter Kelso, his collaborator since 1963.

Kelso’s next financing innovation, the Consumer Stock Ownership Plan (CSOP), in 1958 enabled a consortium of farmers in the Central Valley to finance and start up an anhydrous ammonia fertilizer plan. Despite fierce opposition from the major oil companies who dominated the industry, Valley Nitrogen Producers was a resounding success. Substantial dividends first paid for the stock and then drastically reduced fertilizer costs for the farmer-shareholders.

Kelso regarded the ESOP and CSOP as pragmatic proof that his revolutionary revision of classical economic theory, and the financial techniques he derived from this new perspective, were sound and workable in the economic and business world. As a corporate and financial lawyer, and later as senior partner in the law firm he founded, Kelso well understood that world. He was further motivated by his conviction that lawyers had a special responsibility to maintain and improve society’s institutions in the light of its democratic values. He further believed that the business corporation was society’s greatest social invention and that its executives had a fiduciary responsibility in exercising its vast power.

Kelso began to think seriously about economics in 1931, the second year of the Great Depression. Although not yet 18, he was determined to launch his own investigation into the cause of a phenomenon no one was able to explain to his satisfaction. This quest took him to the University of Colorado at Boulder, where in 1937 he was graduated with a B.S. degree in business administration and finance; he went on to law school, receiving a J.D. in 1938. He then joined a Denver law firm and also briefly taught constitutional law at his alma mater.

Then came Pearl Harbor. Kelso was commissioned in the U.S. Naval Service, and assigned to intelligence duty first in San Francisco and then in the Canal Zone. Working tropical hours, Kelso used his free afternoons to work on his seminal manuscript, The Fallacy of Full Employment; in 1946, the war over, the completed manuscript in his footlocker, the Navy sent him on a destroyer back to civilian life. But 1946 was also the year Congress passed the Full Employment Act. This legislation, still in force, defines economic policy in the United States 170 years after the official birth of the Industrial Revolution as the right to a job. Kelso concluded that the time for his ideas had not yet come.

Kelso long believed that he had not originated a new economic theory but only discovered a vital fact that the classical economists had somehow overlooked. This fact was the key to understanding why the private property, free market economy was notoriously unstable, pursuing a roller coaster course of exhilarating highs and terrifying descents into economic and financial collapse.

This missing fact, which Kelso had uncovered over years of intensive reading, research and thought, drastically modifies the classical paradigm which has dominated formal economics since Adam Smith. It concerns the effect of technological change on the distributive dynamics of a private property, free market economy. Technological change, Kelso concluded, makes tools, machines, structures and processes ever more productive while leaving human productiveness largely unchanged. The result is that primary distribution through the free market economy, whose distributive principle is “to each according to his production,” delivers progressively more market-sourced income to capital owners and progressively less to workers who make their contributions through labor.

Differential productiveness over time concentrates market-sourced income in the hands of those who will not recycle it back through the market as payment for consumer goods and services. They already have most of what they want and need so they invest their excess in new productive power. This is the source of the distributional bottleneck which makes the private property, free market economy ever more dysfunctional. The symptoms of dysfunction are capital concentration and inadequate consumer demand, the effects of which translate into poverty and economic insecurity for the majority of people who depend entirely on wage income and cannot survive more than a week or two without a paycheck. And since, as Adam Smith laid down, economic demand begins with the consumer and consumer purchasing power, the production side of the economy is under-nourished and hobbled.

All of Kelso’s financing tools and economic proposals are designed to correct the imbalance between production and consumption at its source, in conformance with private property free market principles identified by Smith and his followers.

In a biographical summary written for the National Center for Employee Ownership in 1988, Kelso described “the area in which first I alone, and then, beginning about 25 years ago, Patricia and I, have made our contribution to the world of economics and corporate (and other) finance. The Kelso contribution lies partly in the area of macro-economic discovery, and partly in practical ways to implement and make good use of those discoveries in human affairs.”

New scientific ideas, especially those related to an existing paradigm, are notoriously difficult to name. Although going along with Random House’s cold-war title, The Capitalist Manifesto, Kelso and Adler, rigorous thinkers both, knew that capitalist was not the right term. But they could not come up with a better one. In their book they had called Kelso’s new concept the theory of capitalism. Later Kelso and Hetter, wrestling with the same semantic problem, came up with the term universal capitalism. Not until after their last book was already in print did Kelso discover the term her had been searching for all along: binary economics.

20世纪50年代，美国经济学家路易斯·凯尔索(Louis Kelso)观察到，当社会变得越发工业化时，资本要素对生产的贡献要大于劳动，而现存资本主义主流企业制度的主要问题是，尽管所有的工人拥有他们的劳动，但拥有资本并能够取得资本收入的却只有很少的一部分，工人在总体上只能从劳动中获得收入。资本主义虽然能够创造出经济效率奇迹，但它却不能创造出经济公平。资本的急剧集中和贫富差别迅速扩大，由此造成社会的分配不公已成为美国社会潜藏的巨大危机。

路易斯·凯尔索受《共产党宣言》的启发、在20世纪初提出的“小额股票”，“大众持股”的基础上，提出了所谓“二元经济学”理论，发表在与著名的哲学家莫迪默·艾德勒(Mortrimer Adler)合著的《资本主义宣言：如何用借来的钱让8000万工人变成资本家》一书中。其基本思想是：人们可以通过付出劳动和付出资本两个方面来获得收入。 基于二元经济学理论，凯尔索提出了员工持股计划(ESOP)。

员工持股计划从理论上主要源于路易斯.凯尔索(Louis Kelso)扩大资本所有权的思想。ESOP是美国员工所有制众多实现形式中的一种。它的概念起源于50年代，由律师和投资银行家凯尔索提出的。他认为现代市场经济和科技进步使资本投入对产出的贡献越来越大，如果资本只掌握在少数人手中，产权集中，则经济发展的好处将主要集中于少数人手中，大多数人将不能分享到资本主义的好处，这将造成严重的分配不公，从而影响到社会的稳定和资本主义的生存与发展。为此，凯尔索等人希望能建立起使资本主义所有权分散化的新机制，使人们都有可能获得劳动收入和资本收入这两种收入，并能以某种方式使大多数并不富有的人得到一定数量的资本，从而拥有一定的生产性资源。ESOP是他们为实现这一目的而提出的一种方案。但在当时，几乎没有公司接受和实践凯尔索的思想，因为按照当时的法律规定，是禁止借款购股的。

美国联邦和州议会的相关立法为员工持股的产生和发展创造了条件和良好的外部环境。 1973年，当时任参议院财经委员会主席的参议员拉塞尔。朗了解并接受了凯尔索的思想，认为应该从税法上制定允许和鼓励员工利益的法律。在制定1974年的《雇员退休收入保障法》的过程中，朗等人促使这部联邦法律成为实施员工持股最重要的法律依据之一。国会也修订了许多法律来规范和鼓励员工持股计划，最主要的包括1984年和1986年的《税制改革法》，1996年的《小企业就业保护法》和1997年的《赋税人信任法》。而美国各州中有一半以上的州制定了促进员工持股计划的法律。

从实践过程来看，员工持股计划迎合了各方面的利益要求，得到各方面的支持，这也是员工持股计划得以在美国发展起来的重要原因。一方面，使一般员工通过实行员工持股计划，获得生产性资本，成为有产阶级，分享资本主义制度的好处，这得到美国左派人士的赞赏和支持。另一方面，在美国现存的税制条件下，将企业所有者和资本家的股权转让给本企业职工，企业所有者能从中得到比不实行员工持股计划更多的好处，因此，也得到倾向于企业所有者和雇主的右派人士的赞成。正是这种利益机制上的作用，成为推进员工持股在美国得以快速发展的重要原因。根据美国全国职工持股中心提供的最新统计数据，到1998年，美国通过员工持股计划及其他实现员工持股的企业有14000多家，有3000多万职工持股，员工持股计划涉及的资产总值超过 4000多亿美元。