Michael Sauvante and the Commonwealth Group
Michael Sauvante is executive director and principal program creator of the Commonwealth Group (CG).* He has more than 30 years experience in new venture creation, and has long been a progressive thinker in the field of sustainability, corporate social and environmental behavior, and corporate responsibility.
Along the way, he developed a comprehensive understanding of the process of creating and growing new businesses and all aspects of new venture creation and corporate finance. He has a deep and wide understanding of general corporate law, corporate securities law, banking and tax law and more.
More recently he has pursued social entrepreneurial efforts, principally through Commonwealth Group and now Commonwealth Fund LLC. Over the past six years, he has applied his experience by advancing concepts directed at programs with a public benefit, primarily community economic development. Commonwealth Group has effectively operated as a small private think tank, advancing ideas on a number of dimensions.
The sum total of all that research and concept development has led to the launching of a new project by Commonwealth Fund, a for-profit economic development entity headquartered in Michigan. It entails setting up a large number of small local public holding companies throughout the U.S. that would resemble Berkshire Hathaway (Warren Buffett's company) in miniature. They are first used to acquire local small businesses where the owner is retiring and are then expanded to support a larger group of local Main Street enterprises. The concept is described here and a document can be downloaded from here that gives an overview of the project.
The History of Commonwealth Group – The First Step
Sauvante’s first effort in this space was an academic paper entitled "Rewiring Corporate DNA" that was published by the Center for Business as an Agent of World Benefit at Case Western Reserve University's Weatherhead School of Management.
That paper identifies the critical role that corporate statutes play in driving corporate behavior and makes the case that if society wants to permanently modify the behavior of corporations - to make them more socially, environmentally and economically responsible - then we must change those statutes to drive the behavior we would like to see.
He followed that with the first project that served as the foundation for the Commonwealth Group – the Community Energy and Economic Development (CEED) Program.
The CEED Program
Sauvante developed the CEED Program in collaboration with Vari MacNeil and Patricia Carlson. MacNeil now leads creative strategy and communications for Commonwealth Group and Carlson heads the organization’s operations.
The program called for using green energy as the basis for stimulating local economic development. It envisioned deploying a community based comprehensive plan for energy generation, conservation and efficiency as the drivers for creating dozens of new local companies, each needing to hire 5-20 employees. These new businesses would provide new goods and services not present in the local economy and therefore would not compete with existing businesses.
When it became clear that the local food movement also represented a "greening" opportunity for creating dozens of additional new, non-competing local businesses beyond those in the energy space, the acronym evolved to represent a more expansive concept -- Community Enabled Economic Development, with the obvious double and even triple entendre of the CEED acroynm. The core of the program revolves around the three key ingredients needed to successfully deploy any kind of local economic development program -- know-how, capital and credit.
The development of the know-how component evolved into a unique combination of ideas taken from franchising, business incubation and stand-alone start-ups. The program integrated those best practices into a template for how communities could choose from a menu of proven, energy-related business concepts in existence elsewhere in the country, and deploy them in a coordinated fashion. That template can be further expanded to include local food related businesses as well.
Capital AND Credit
The program hit a snag when CG attempted to address the money issues necessary to facilitate the creation and building of those local companies. Two systemic conditions negatively affect small business capital formation and credit: the country’s antiquated securities laws and the current financial crisis. Since 2008, the availability of credit has plummeted for small businesses. Community banks in particular have been devastated by the housing crisis and neither they, nor the big banks, have been doing much lending at the local community level. Local economies stagnated and in many cases collapsed as a consequence.
That led CG to turn its attention to these problem areas, recognizing that ways had to be found around the current barriers preventing the flow of funds to small businesses. Sauvante pursued two parallel paths, one focused on securities laws and what might be done to make them more supportive of small and medium-sized businesses, while the other explored the banking space and what might be done to break the logjam there.
Sauvante began by assembling a comprehensive sampling of white papers, law journal articles, studies and other publications dealing with the barriers to capital formation for small businesses represented by securities laws. That compilation represents one of the most complete sources of such information in the country.
Sauvante then developed two new concepts – the first concerned how to work with existing laws to overcome some of the most common barriers and the second explored ways to change the existing laws.
His efforts to find solutions within existing law led him to write a primer outlining currently available but little-known pathways to obtaining funding from the public. Titled "Going Public: How Companies Too Small for the National Stock Exchanges can Access Public Capital," the primer can be found in the Raising Capital section of the CG website.
Sauvante’s work on the larger problem of modifying securities laws at the national level started with the fact that the organizations overseeing the securities space have little expertise with small business. The SEC (Securities and Exchange Commission), tasked with rules generation and oversight of the nation’s securities laws and systems, and its proxy, a self regulatory organization (SRO) called FINRA (Financial Industry Regulatory Authority) that oversees stock brokers and stock exchanges, both understand Wall Street and its environment very well. Whether they effectively manage it is another issue, but they at least understand it.
The world of Main Street and small businesses, however, is quite foreign to them and they do a poor job of overseeing and managing it, as evidenced by the plethora of ineffective and counterproductive securities regulations highlighted on the above mentioned Securities Regulation page.
His work on those concepts led to an invitation from the White House and the Small Business Administration to attend one of eight roundtable meetings held around the country where entrepreneurs and others concerned with small business formation were asked to provide input on ways that the government stands in the way of small businesses and to recommend solutions. It was there that he conceived of the need for a new SRO.
His concept called for creation of a completely new SRO (parallel to FINRA) tasked with oversight of small business capital markets, leaving FINRA to oversee Wall Street. Ideally it would be set up and run by experts from the small business community, including entrepreneurs, small business owners, attorneys, accountants, angel and venture capital groups, community economic development specialists and others who know and understand that community well. (See the first section on the Securities Regulation page for more information on this concept.)
Encouraged by the White House representative at the roundtable to purse his idea, Sauvante teamed with Lee Petillon, one of the nation’s leading small business capital formation legal experts. Together they crafted a draft Congressional bill that they presented to a former SEC commissioner who agreed to champion it before Congress.
Timing dictated that the draft bill be held back until a tangentially related effort had worked its way through Congress. A bill to legalize crowd funding was gaining Congressional support and a parallel effort was thought to be confusing and potentially hurtful to both. Crowd funding is a key piece of CG’s SRO concept and Sauvante was an early supporter of the legislation, writing to the SEC in support of the bill and participating with the lead group driving the effort in Congress.
Crowd funding and a number of other revisions to securities laws formed the basis of new legislation known as the Jumpstart Our Business Startups Act or JOBS Act. With the 2012 election looming and issues pertaining to the JOBS Act still to be worked out with the SEC, Sauvante put the SRO project on hold until those issues are resolved. But he believed that progress could still be made in the meantime, and turned his attention to banking, credit and the companion topic of foreclosures.
Banking AND Credit
While researching the securities space, Sauvante came to realize that banking in the U.S. can be divided into two worlds: that of community banks and that of Wall Street banks.
Community banks throughout the country (except in North Dakota, as detailed below) are in deep trouble, primarily because of the housing crisis compounded by the ripple effects on the rest of the economy. In contrast, the banks on Wall Street appear to be immune to the economic crisis and have been reporting record profits. To make matters worse, the origins of the housing crisis can largely be traced back to those Wall Street banks.
Sauvante learned of a third category of banks (here and elsewhere around the world) that is very healthy and contributes in a positive way to local communities. Known as “public” banks, these are owned by and for the benefit of the public rather than private shareholders. See this section on National Commonwealth Group’s Main Street Matters site, intended to explain and promote public banking and other sustainable financial models.
He began to consider publicly owned banks as an alternative source of credit for small business after reading about the Bank of North Dakota (BND), the only government owned bank in the United States. BND was started over 90 years ago and it appears to be the central factor in North Dakota ranking as the most robust state economy in the country with the lowest unemployment rate and the healthiest group of community banks.
He also learned that Germany makes extensive use of public banking, and the majority of German community banks (called Sparkassen banks, i.e., “savings” banks) are owned by local community non-profit organizations. See the above referenced section on Main Street Matters for articles and background on BND and the Sparkassen banks.
BND remained obscure until attorney and writer Ellen Brown wrote a book entitled “Web of Debt” in which she dissects the history and current makeup of the nation’s money and banking system, including the role of the Federal Reserve, and in the process, strips away many of the commonly held beliefs and myths about banking and money. She spells out how the private banking community has been granted the right to create money (through the loan process) and that the industry is largely self serving and counterproductive to the rest of society, something that the now almost-daily revelations of corruption and fraud on Wall Street make clear.
Brown’s continuing research led her to BND and other public banks around the world, information which she added to later editions of her book. She learned that public banks operate on a completely different set of standards that very much support the needs of society rather than private shareholders. Wherever one finds public banks today, one generally finds the healthiest economies. Brown has since published numerous articles on public banking, as can be seen here.
Her book, articles and public speaking on the subject of our current money system and the alternative represented by public banking triggered a nationwide public banking movement (at least 18 states have introduced some form of public banking bills) and Sauvante has become a leading proponent. The movement resulted in creation of the Public Banking Institute (PBI), with Brown as President and the Chairman of the Board. For a period of time, Sauvante served on the Advisory Committee to PBI. PBI held the nation’s first conference on public banking in April 2012 in Philadelphia.
The Housing Crisis AND a Plan to Stop Foreclosures
Sauvante was a speaker at the conference, introducing the notion that one cannot address the banking crisis without simultaneously addressing the housing crisis. In his presentation titled "Foreclosures, Eminent Domain and Public Banking," he explained how eminent domain could be used to block foreclosures and keep homeowners in their homes. He then presented a hybrid public banking model bringing together non-profit and government organizations to create a new form of public bank.
The premise is that government-owned and non-profit-owned banks (both forms of public banks) have individual strengths and weaknesses. However, because those strengths and weaknesses are nearly perfect mirror images, the right combination of the two will offset the weaknesses.
Sauvante suggested that although a foreclosure prevention program and a public banking program can each stand on their own, they would be more beneficial in concert. You can view his presentation and learn more here.
After an analysis of implementation strategies, it was determined that halting foreclosures would do more to get the economy back on its feet that almost any other single action. Serendipitously, the public banking effort then becomes easier to launch as a support mechanism.
Sauvante's 2012 book "Eminent Domain - How to use eminent domain to stop foreclosures, rescue homeowners and save communities” provides readers with the tools needed to implement the eminent domain strategy on a local level. It calls for a team effort among local governments, local non-profit organizations and local attorneys.
Before Commonwealth Group
Sauvante spent the bulk of his entrepreneurial career founding and running more than a half dozen companies in the San Francisco Bay Area, including more than 8 years in Silicon Valley.
In 1998, he founded Rolltronics Corp., VoltaFlex Corp. and InnoSigns to leverage new “roll-to-roll” manufacturing methodology. He later co-founded Seertech Corp. to consolidate these companies and provide a platform for growing new ventures.
Those projects evolved from his pioneering work at HP Labs, where he initiated a new business development project intended to provide a more conducive lab-to-market environment for technologies that were not finding commercial outlets within the company. Sauvante solicited and received help for the project from Harvard Professor Clayton Christensen, author of “The Innovator’s Dilemma” and “The Innovator’s Solution,” and from Dr. Mark Rice, co-author of “Radical Innovation: How Mature Companies Can Outsmart Upstarts” and later dean at Babson. His efforts to develop pathways for new product commercialization within a company as large as HP were viewed as so game-changing that he was invited to use his project as the foundation for a custom Ph.D. designed to capture his ideas concerning new venture creation in mature companies. He reluctantly shelved those plans when he elected to leave HP to start Rolltronics.
Before joining HP, Sauvante founded NovaQuest, an IT consulting company; NovaQuest/proQuaestus a software company that developed an international trade database related to commodity classification and customs duty rates; Interconnect Options, which specialized in telecommunications systems; Warm Springs Development Associates, a real estate development company that led the initial development phase of a 700-acre high tech industrial park in Fremont, Calif.; and I.E.S. Construction Services, which served the heavy equipment segment of the construction industry.
Sauvante’s philosophy for building sustainable businesses is outlined in “The Triple Bottom Line: A Boardroom Guide,” published in the “Director’s Monthly” of the National Association of Corporate Directors (NACD). His efforts to change California's laws to make corporations more socially and environmentally responsible is highlighted in the book, "Megatrends 2010: The Rise of Conscious Capitalism," by Patricia Aburdeen. He expanded on that topic in the aforementioned article "Rewiring Corporate DNA," published by the Center for Business as an Agent of World Benefit at Case Western Reserve University's Weatherhead School of Management. He is also principal author of the eBook, “So, You Want To Be An Entrepreneur?”
Along with corporate responsibility, Sauvante is a strong advocate of transparency. This became even more important following an unsuccessful takeover attempt of first VoltaFlex Corp. and then Rolltronics Corp. by a small group of investors who then embarked on a campaign of disinformation against the founders. Unfortunately their efforts also resulted in the demise of those companies, in spite of management's best efforts to salvage them. Nonetheless, that experience served to further motivate Sauvante to help bring about constructive change in the world of business. Thus the creation of the Commonwealth Group and its emphasis on programs dedicated to public benefit.
In 2002, Sauvante was recognized by the World Economic Forum in Davos, Switzerland, as one of 35 “Technology Pioneers” worldwide. He holds a dual Bachelor's degree in Business Administration and Technologies Studies.
Here is a comprehensive list of many of his writings and videos:
UNIEX-CF - A Business Summary July 2013 The federal JOBS Act has enabled new market opportunities for portal companies that facilitate crowdfunding. UNIEX-CF, LLC is a portal enterprise with key differences that set it apart from the other “me too” portals. It will do so by offering a spectrum of crowdfunded enabled offerings, including Regulation A & A+, Rule 147 Intrastate, Reg D 506(b) & 506(c) and even Regulation S (offshore) offerings, along with M&As and more.
Community Cooperatives - An Alternative Approach to the Mondragón Model and Why We Need It June 2013 A community cooperative is an entity that would serve as the principal vehicle to help convert existing local businesses into worker-owned enterprises and to assist entrepreneurs who want to form new businesses using a cooperative framework. This entity would provide both financing and business coordination (training, supervision and guidance) and community-wide promotion (i.e., a “buy local campaign”) and serve as the integrative mechanism for the entire effort within the community.
Intrastate Crowdfunded Offerings - How to ensure integrity with the SEC May 2013 The 1930s federal securities laws made special provision for the states to define their own rules for securities sold exclusively within each state. Such offerings are called intrastate offerings wherein stocks and bonds (securities) are sold by companies located in a particular state exclusively to residents in that state. As long as certain guidelines are followed by the companies making these offerings, states have sole discretion to establish their own regulations on such things as to whom those securities can be sold (e.g., accredited versus non-accredited investors), how large the offerings can be, and whether the offering company can solicit investments via a general solicitation. This article explores the concept of intrastate offerings and how to do them safely within the context of SEC regulations.
From Scarcity to Prosperity - The Critical Role of Community Banks May 2013 Community banks, vital to the health of local economies, are disappearing – in record numbers. This document presents a strategy to reverse that trend.
BND (Bank of North Dakota) Services - BND focuses on lending that supports North Dakota’s economic priorities February 2013 In 1919, residents of North Dakota were facing very similar economic conditions that plague the rest of the nation today. Popular consensus wanted state ownership and control of marketing and credit agencies. Thus, the state legislature established Bank of North Dakota (BND) and the North Dakota Mill and Elevator Association and today North Dakota, the only state in the nation with its own bank, has the healthiest economy in the whole country and boasts the lowest unemployment rate. This document explores the kinds of services BND provides and how they benefit the state.
Prospective Programs under a public benefit banking strategy February 2013 National Commonwealth Group, Inc. (NCG) has developed a public benefit banking strategy designed to help get credit flowing again on Main Street through a combined program of strengthening existing community banks and developing new community bank programs implemented in partnership with those banks or through new publicly owned banking structures. The range of programs includes the majority of those offered by the Bank of North Dakota, as described in the above BND Services document, along with others proposed by NCG as outlined in this document.
Public Banking – A Tool For Fixing The Economy And The Means to Achieve It February 2013 This article explores the benefits that can be provided by public banks. A public bank is a bank owned by either a government entity such as a country, state, county or city, or a non-profit organization (or both), rather than by private shareholders. Approximately 40% of all banking worldwide is done by public banks, but the U.S. is well below that number, with the Bank of North Dakota (BND) being one of the few examples. This article explores how the U.S. can substantially increase its number of public banks, to the benefit our our local economies and the rest of the country.
Benefits to Community Banks of Bank of North Dakota model January 2013 a short document that demonstrates why having a state bank can be very beneficial for the community banks in that state, as exampled by how BND serves the needs of the state's banks.
Public Banking - A Strategic Overview December 2012 This document is an overview of the public banking strategy explored in depth in the Banking & Credit in America document below.
Banking & Credit in America - How Public Banks And Other Public Benefit Financial Institutions Can Rescue Our Communities And Revive Local Economies November 2012 This document provides a comprehensive (100+ pages), in-depth exploration of community banking in the U.S. and how public banking can be used to "cure what ails us". It looks at public banking both here in the U.S. as it exists today, in particular with the Bank of North Dakota, and compares that with public banking around the world, especially in Germany with their Sparkassen banks. It further explores how such banks can be established here and how they funded and run.
A Foreclosure Prevention Real Estate Investment Fund October 2012 This document explores the prospects of establishing special real estate investment funds as an L3C (limited profit limited liability company) to buyout notes and mortgages for homeowners facing foreclosure and converting those acquired notes and mortgages into new instruments that would not only terminate the foreclosure proceedings, but provide a means for the homeowners to remain in their homes.
Eminent Domain: How to use eminent domain to stop foreclosures, rescue homeowners and save communities published July 2012 in paperback on Amazon (Kindle version) This is an in-depth (50+ page) book that explores how local governments can use eminent domain to rescue homeowners facing foreclosure. It develops the full legal case for why such local goverments not only could, but should use eminent domain as a tool for preventing foreclosures in their communities. It provides a step-by-step set of guidelines on how either a homeowner and/or local government body can use this tool for the benefit of not only the homeowner, but the rest of the community as well.
Enhancing Investor Protection: A New Perspective December 2011 This short one page document explores one of the most fundamental shortsighted elements of small business securities regulation at both the state and federal level, with its excessive focus on fraud avoidance and near total lack of attention to the much larger cause of investor losses - the preventable death of legitimate, honest small businesses and how a shift in emphasis to addressing that problem would result in far greater investor protections that all the fraud prevention could possibly accomplish.
Letter to the White House on Innovation February 2011 This letter to the White House addresses the critical role that small businesses perform in nurturing innovation and job creation in this country and how their ability to do both is severly hampered by the nation's securities laws, which do more to kill than foster both innovation and job creation.
Job Creation In America - How Government Regulations Stand In the Way and What Can Be Done About It (proposing a new SRO like FINRA for small business) January 2011 This PowerPoint presentation explores the negative role that the nation's securities play in stiffling job creation in this country and calls for the establishment of a new federally chartered regulatory body (an SRO or self regulatory organization) to take over regulation of small business capital formation (Main Street companies) as distinct from regulation of Wall Street and large corporations.
Job Creation In America - The UNIEX solution January 2011 This document explores the benefits that could be derived by the nation's small businesses by the creation of a new type of stock exchange that was designed to serve the needs of small businesses rather than the manner in which Wall Street stock exchanges serve the needs of big business. We called this exchange UNIEX which is short for UNIversal EXchange. It was the forerunner for UNIEX-CF, the latest version of the UNIEX concept as enabled by various forms of crowdfunding.
A Primer on “Going Public” - How companies too small for the national stock exchanges can access public capital September 2010 This article teaches the basics of what it takes for a company to go public in the U.S. with a particular emphasis on how small companies can go public and take advantage of public capital. (Note - this article was written before equity crowdfunding became a reality. However, several ways of fundraising in this article, including Regulation A offerings and Intrastate offerings, constitute additional ways to do crowdfunding alongside that authorized by the JOBS Act .)
The Wealth of the Commons and Public Benefit Financial Institutions published in OpEd News July 2010 - takes a look at how individuals can change the current wealth dynamic that has existed for decades.
Public Banking And L3Cs February 2010 In other articles, Commonwealth Group has introduced the concept of public banking, i.e. banks owned and operated solely for the benefit of the public, as the means for bootstrapping economic development nationwide. This article explores how governments, non-profit organizations, foundations, pension funds, unions and others can join forces to implement public banking under the structure of L3Cs.
How Unions Can Seize Financial Control of Their Destiny January 2010 Unions experienced peak membership in the United States in the post-war decades, at around 36% of the workforce. They are now below 12%. Wall Street’s greed and excesses have decimated the financial portfolios of unions and other retirement funds, while loans have reduced to a trickle. This article explores how unions can escape the clutches of the big banks and Wall Street and take control of their own financial destiny. It show how they can turn this crisis into an opportunity to not only rebuild their financial resources, but use them to stimulate union membership and employee ownership and improve the economic health of the country’s middle class.
A New Stock Exchange Where People and the Planet Matter January 2010 What if there were a stock exchange where society and the environment were the top priority and profit a means to maintain continuity and not an end in itself? What if the corporations listed on such an exchange were valued based on how well they served society instead of solely by short-term profit? Such an exchange is possible. Read this article for the basics and then go to this link for updates.
So, You Want To Be An Entrepreneur? February 2008 from the introduction to this 100+ page ebook "There are many 'how to' books, and other resources, aimed at people who want to be entrepreneurs. This book is different ... This ebook is the result of what I have learned over a 30 year entrepreneurial career. During that time, I have founded, built, run, sold and merged more than a half dozen small companies, all in diverse industries. I have raised millions of dollars in investor funds, been worth millions, and have even lost it all (a very valuable experience)... I have come to realize that the fundamental choices an entrepreneur makes very early on, even before an enterprise is launched, ripple into the future and substantially determine the eventual success or failure of that business. Just as the acorn contains the blueprint of what will, one day, be an oak tree, choices made at the beginning of any entrepreneurial effort become the DNA code for that business. A code that you can program, if you choose to...The purpose of this ebook is to help you understand what you should do before you take steps to put a business together..."
The Inevitable Future of Capitalism April 2008 This article captures and extrapolates the trends that the author sees occurring in the world today and where he believes those trends will inevitably take us, as viewed from an unknown point in the future. These trends concern the world of capitalism and all the interplays between that institution and society and the planet. This article will explore what forces will come into play that will bring about fundamental shifts in the brand of capitalism that was born and bred in the 18th , 19th and 20th centuries.
Rewiring Corporate DNA published in the BAWB (Business As An Agent of World Benefit) Interactive Working Paper Series, Case Western University, January 2008 That paper identifies the critical role that corporate statutes play in driving corporate behavior and makes the case that if society wants to permanently modify the behavior of corporations - to make them more socially, environmentally and economically responsible - then we must change those statutes to drive the behavior we would like to see.
The “Triple Bottom Line”: A Boardroom Guide published in the National Association of Corporate Directors “Director’s Monthly” November 2001 His efforts to change California's laws to make corporations more socially and environmentally responsible is highlighted in the book, "Megatrends 2010: The Rise of Conscious Capitalism," by Patricia Aburdeen. He expanded on that topic in the aforementioned article by the one above titled Rewiring Corporate DNA.
Corporate Cooperatives - What is a corporate cooperative and why that label? , Video #1, Video #2, Video #3 on YouTube - The label "Corporate Cooperative" is used to describe a specific kind of business structure whose purpose is to aggregate a number of small and medium sized private businesses into one collective public entity (a corporation), in order to provide the individual businesses with the increased health, viability and liquidity that a larger, public organization can achieve.
* Commonwealth Group is the commonly used name for the National Commonwealth Group, Inc., a Delaware 501(c)(3) non-profit corporation.