ESOP Adoption Stories: A Global Perspective with a Focus on India

Adnan Danish


Employee Stock Ownership Plans (ESOPs) are a non-monetary incentive designed to provide employees with the option to acquire shares in their employer’s company. Targeted primarily at the mobile salary class, ESOPs aim to motivate, recognize, compensate, and retain highly efficient employees.[i] The concept of ESOPs was pioneered by Louis Kelso in the United States in 1956. This attorney and bank investor initiated the first share transfer to workers, a strategy that became known as The Kelso Plan. In 2010, the United States formally recognized ESOPs under the Employee Retirement Income Security Act (ERISA) as a forward-thinking measure anticipating the potential inadequacies of the Social Security Act signed by President Roosevelt in 1935.[ii]

Expected Results of ESOP

The implementation of ESOPs generally results in increased job satisfaction, organizational commitment, motivation, and enhanced participation in workplace decision-making. Despite high-profile cases that highlight risks due to lack of diversification, most employee-owners are less vulnerable compared to their counterparts without ESOPs. Companies that implement ESOPs often see an uptick in productivity and a stronger sense of ownership among their employees.[iii]

Why ESOP Adoption in India

India, home to one of the world’s largest populations, has a high number of young people of working age, leading to intense labor competition. The abundance of labor makes human capital the least valuable asset in Indian businesses, as employees are often viewed as replaceable. Consequently, many employees work primarily to meet basic needs rather than out of passion or achievement, resulting in low job satisfaction and high turnover rates. ESOPs were introduced in India as a solution to these problems, aiming to foster a sense of ownership among workers, thereby enhancing job satisfaction and efficiency within companies.

Effects of ESOP Adoption in India

In India, private companies adopt ESOPs by following the Companies Act of 2013 and the Companies (Share Capital and Debentures) Rules of 2014. Public companies, on the other hand, must adhere to the Securities and Exchange Board of India (SEBI) Employee Stock Option Scheme Guidelines.[iv] The introduction of ESOPs has positively impacted the Indian economy by strengthening employer-employee relationships, increasing firm performance, and improving financial outcomes. However, challenges such as regulatory gaps, accounting confusions, and delays in benefit realization need to be addressed as the country gains more experience with ESOPs.[v]

Recent Legal Updates and Issues in India

Recent legal updates include SEBI’s enhanced guidelines aimed at ensuring more transparency and accountability in ESOP implementation. SEBI mandates detailed disclosures regarding the dilution of equity, pricing, and valuation of options to protect the interests of minority shareholders. Additionally, the introduction of the Companies (Amendment) Act, 2020, aims to simplify compliance requirements for private companies issuing ESOPs, facilitating smoother implementation and greater adoption.[vi]

ESOP Adoption in Other Countries

United States of America

A study conducted in a U.S.-based company revealed that, in addition to ESOPs, personal incentives such as employee-friendly policies are necessary to boost employee participation. However, the issue of free riders, where some employees benefit from the efforts of others without contributing equally, remains a challenge. Recent legislative updates continue to focus on refining ESOP structures to maximize their effectiveness and sustainability.[vii]


A French company experiment found that the economic contribution of ESOPs could be realized through the development of organizational social capital, provided that the engaged costs do not exceed benefits. There is still a need for clarity on the organizational costs associated with ESOPs, which likely causes inconsistent results. French legislation has also been evolving to provide better frameworks and incentives for companies to adopt ESOPs.[viii]


Research in Japan demonstrated that ESOPs positively impact employee incentives and business productivity, offering valuable insights for human resource management practices and employee ownership research. The Japanese government has been supportive, encouraging companies to adopt ESOPs through various tax benefits and regulatory support mechanisms.[ix]

Reasons for Differences in Results of Adoption
  1.  Timing of Adoption: The timeline of ESOP adoption significantly influences the maturity and effectiveness of these plans. In the United States, ESOPs were introduced by Louis Kelso in 1956 and gained legal recognition with the ERISA Act of 1974, providing ample time for refinement and regulatory development. Conversely, India and other countries have adopted ESOPs more recently, leading to nascent systems still in the process of evolution. The disparity in adoption timelines means countries with earlier ESOP implementations have well-established frameworks and deeper institutional knowledge.
  2. Economic Problems Addressed: The economic issues each country aimed to solve with ESOPs vary significantly. In the U.S., ESOPs were partially introduced to provide an alternative to the traditional pension system, addressing concerns about retirement security and wealth inequality. In contrast, India adopted ESOPs to mitigate high labor turnover, brain drain, and low job satisfaction in a competitive labor market. This focus on enhancing employee retention and loyalty to improve productivity demonstrates how different economic contexts shape the objectives and implementation of ESOPs.
  3. Experimental Aims: The aims and methodologies of studies on ESOPs differ, influencing the outcomes reported. U.S. studies often focus on long-term impacts on productivity, job satisfaction, and company performance, benefiting from extensive data and a long history of ESOP use. Meanwhile, studies in countries like India or France may prioritize immediate effects on morale or short-term financial performance. The diversity in research objectives and methodologies results in varied findings, reflecting the specific aspects each study aims to examine.
  4. Societal Behaviors: Cultural differences play a crucial role in how ESOPs are perceived and implemented. In individualistic societies like the U.S. and France, ESOPs are seen primarily as financial incentives, with personal gain being a key motivator. In collectivist cultures such as Japan and India, ESOPs enhance a sense of belonging and collective responsibility, aligning individual interests with corporate goals. These cultural contexts dictate the engagement strategies and perceived benefits of ESOPs, leading to different levels of effectiveness.

ESOPs aim to improve employer-employee relationships and enhance employee performance. Experiments conducted in various countries show mixed results, reflecting the diverse economic problems, societal behaviors, and aims of these studies. Each country’s unique adoption of ESOPs has led to varying outcomes, illustrating the plan’s flexibility and the importance of context in its implementation. As more countries adopt and refine their ESOP frameworks, the effectiveness and benefits of such plans are likely to become more apparent and consistent.

The journey of ESOPs across different nations highlights the adaptability and potential of this strategy to revolutionize employee engagement and company performance worldwide. With ongoing legal updates and increasing global interest, the future of ESOPs looks promising as a catalyst for economic growth and employee satisfaction.

[i] Sonali B. Ramchandani and Dr. Hemal B. Pandya, Evaluating the Effect of Employee Stock Option Plans on the Financial Performance of Indian Construction & Infrastructure Companies, Volume- 9, Issue- 4 (August 2019),

[ii] Steve F Freeman, Effects of ESOP Adoption and Employee Ownership: Thirty years of Research and Experience, University Of Pennsylvania, 1rst April 2007,

[iii] Steve F Freeman, Effects of ESOP Adoption and Employee Ownership: Thirty years of Research and Experience, University Of Pennsylvania, 1rst April 2007,

[iv] Employee Stock Ownership Plan, 19th September 2022,

[v] Sonali B. Ramchandani and Dr. Hemal B. Pandya, Evaluating the Effect of Employee Stock Option Plans on the Financial Performance of Indian Construction & Infrastructure Companies, Volume- 9, Issue- 4 (August 2019),

[vi]Companies (Amendment) Act, 2020

[vii] Douglas Kruse Richard Freeman Joseph Blasi Robert Buchele Adria Scharf Loren Rodgers Chris Mackin, Motivating Employee-Owners In Esop Firms: Human Resource Policies And Company Performance, NATIONAL BUREAU OF ECONOMIC RESEARCH 1050 Massachusetts Avenue Cambridge, MA 02138 December 2003, 

[viii] Stéphane Trébucq, The Effects Of Esops On Performance And Risk: Evidence From France, Corporate Ownership & Control / Volume 1, Issue 4, Summer 2004,

[ix] Derek C. Jones and Takao Kato, The Scope, Nature, and Effects of Employee Stock Ownership Plans in Japan, LR Review , Jan., 1993, Vol. 46, No. 2 (Jan., 1993), pp. 352-367,






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