Socialism: draft the bankruptcy amendment that keeps a failed co-op a co-op

Co-Authored-By: Claude Opus 5.5 <[email protected]>
Claude-Session: https://claude.ai/code/session_01QWPs69B8nQZjtPEUXMKzZx

JoshHeaps.Net/Content/Socialism/bankruptcy.md

@@ -0,0 +1,133 @@
+---
+title: When a Locked Co-op Goes Bankrupt
+section: The Co-op
+order: 31
+summary: Federal bankruptcy law would override the lock, so a failed co-op could be sold whole to anyone, and this page lays out the amendment Congress would need to pass, modeled on how it already treats charities, along with what it costs creditors and how workers get a real chance to buy.
+---
+
+# When a Locked Co-op Goes Bankrupt
+
+[The lock](the-lock.md) says a co-op funded by the bank can never be sold to conventional owners. That holds while the co-op is healthy. It can break at the worst moment, when the co-op fails and a bankruptcy court takes charge of what's left.
+
+This page explains why, what Congress already does for a similar kind of organization, and what the amendment would say. A few terms first:
+
+- **The lock-holder** is the independent organization that holds the co-op's *lock share*, a single share that pays nothing but can veto a sale ([The Lock](the-lock.md#how-the-lock-is-made-to-hold)).
+- **A going concern** is a business sold whole and still running, with its customers, contracts and trained staff. It's usually worth much more than the same equipment sold off piece by piece.
+- **Creditors** are everyone the co-op owes: lenders, suppliers, workers, tax agencies, and anyone it has injured.
+
+## Why bankruptcy breaks the lock
+
+When a business files for bankruptcy, everything it owns goes into a pool the court controls, called the *estate*, and is used to pay creditors as much as possible. There are three main routes:
+
+- **Liquidation (Chapter 7).** A trustee sells what the business owns and pays creditors in order of priority. The trustee can keep the business running for a limited time if that helps sell it ([11 U.S.C. § 721](https://www.law.cornell.edu/uscode/text/11/721)).
+- **Reorganization (Chapter 11).** The business keeps running under a plan the court approves. Debts are cut or stretched out, and ownership often passes to creditors. Under the *absolute priority rule*, if a group of creditors votes against the plan, the old owners can't keep anything until those creditors are paid in full ([11 U.S.C. § 1129(b)(2)(B)](https://www.law.cornell.edu/uscode/text/11/1129)).
+- **Small-business reorganization (Subchapter V).** A faster version of Chapter 11 for businesses owing no more than $3,424,000 ([11 U.S.C. §§ 1182(1) and 101(51D)](https://www.law.cornell.edu/uscode/text/11/101), as adjusted in 2025). Here the absolute priority rule doesn't apply. If creditors don't agree to the plan, the owners can still keep the business by paying creditors all of its projected *disposable income*, what's left after the costs of running it, for three to five years ([11 U.S.C. § 1191](https://www.law.cornell.edu/uscode/text/11/1191)). Most locked co-ops would fit under that limit.
+
+The lock can fail in four places:
+
+1. **The estate ignores limits on selling.** The Bankruptcy Code says a business's property goes into the estate "notwithstanding any provision" in an agreement or in state law "that restricts or conditions transfer" of it ([11 U.S.C. § 541(c)(1)](https://www.law.cornell.edu/uscode/text/11/541)). The lock is exactly that kind of provision.
+2. **The court can sell everything, "free and clear."** A trustee can sell the estate's property outside the ordinary course of business, free and clear of other people's interests in it ([11 U.S.C. § 363(b) and (f)](https://www.law.cornell.edu/uscode/text/11/363)). A court could treat the lock-holder's rights as one of those interests and pay them off in cash. In practice, a failed business usually goes to the highest bidder.
+3. **A reorganization plan can hand the firm over.** A plan can sell the business, merge it or rewrite its charter "notwithstanding any otherwise applicable nonbankruptcy law" ([11 U.S.C. § 1123(a)(5)](https://www.law.cornell.edu/uscode/text/11/1123)). A standard plan cancels the old ownership and issues new shares to creditors. The Code also requires the reorganized company's charter to ban shares that carry no vote ([§ 1123(a)(6)](https://www.law.cornell.edu/uscode/text/11/1123)), while this model relies on outside money that carries no vote ([Capital, After](capital.md)).
+4. **A lender can sell without going to court at all.** A lender with a claim on all of a business's assets can sell them, or take them, after a default under state law ([UCC § 9-610](https://www.law.cornell.edu/ucc/9/9-610)). No bankruptcy is needed.
+
+So without a change in the law, a failed co-op's whole business could be bought by a conventional company. The lock would protect only healthy co-ops, which need it least.
+
+## What Congress already does for charities
+
+Congress already keeps some organizations' property dedicated to its purpose in bankruptcy. The way it does it is simple: the Bankruptcy Code steps back and lets the ordinary law that governs those organizations decide.
+
+- **A charity's property can go to a non-charity "only under the same conditions as would apply if the debtor had not filed"** for bankruptcy ([11 U.S.C. § 541(f)](https://www.law.cornell.edu/uscode/text/11/541)). This covers tax-exempt charities.
+- **Court-approved sales by a nonprofit corporation must follow the law** that governs its transfers outside bankruptcy ([§ 363(d)(1)](https://www.law.cornell.edu/uscode/text/11/363)), and so must transfers under its reorganization plan ([§ 1129(a)(16)](https://www.law.cornell.edu/uscode/text/11/1129)). These three rules were added in 2005.
+- **Since 1978, creditors can't force a nonprofit into bankruptcy** ([§ 303(a)](https://www.law.cornell.edu/uscode/text/11/303)), and a court can't turn its reorganization into a liquidation unless it asks ([§ 1112(c)](https://www.law.cornell.edu/uscode/text/11/1112)).
+- **Also since 1978, valid limits on transferring a person's interest in a trust hold in bankruptcy** ([§ 541(c)(2)](https://www.law.cornell.edu/uscode/text/11/541)). That rule keeps some assets away from creditors, so it's a precedent for protecting a purpose at creditors' expense, not a neutral one.
+
+A locked co-op isn't a charity. It's a business that makes and shares profits. The comparison is narrower: in both cases, assets are meant to stay dedicated to a purpose, not sold for private gain. So the amendment copies the *technique*: the Code defers to the law that governs locked co-ops, and that law, the bank's statute, says what can be sold to whom.
+
+**Is it constitutional?** Bankruptcy laws must be "uniform." In 1982 the Supreme Court struck down a law written for the workers of one bankrupt railroad, calling it "nothing more than a private bill." But it said a bankruptcy law must "apply uniformly to a defined class of debtors," and that its ruling didn't impair Congress's ability "to define classes of debtors and to structure relief accordingly" ([*Railway Labor Executives' Ass'n v. Gibbons*, 455 U.S. 457](https://www.law.cornell.edu/supremecourt/text/455/457)). A rule for every locked co-op, defined by what it is and not by name, is that kind of class. The parts that reach sales outside bankruptcy (point 9 below) rest on Congress's power over interstate commerce instead.
+
+## What the amendment does
+
+### Who it covers
+
+**1. Every locked co-op on the federal register.** The bank's statute sets up a public register of locked co-ops. A co-op is covered while its lock is on the register. The register decides the question. A notice in the state filing system lenders already search (a UCC financing statement) points to it, but if that notice lapses, the co-op stays locked.
+
+**2. Old debts are protected.** A lender already secured on the co-op's assets when the lock is registered has to consent in writing before registration. For a business that converts to a co-op, that's part of the buyout deal ([When an Owner Wants to Sell to the Workers](buyouts.md)).
+
+**3. Creditors who never chose to lend are made whole for the lock's cost.** Some creditors never had a chance to price the lock in: people the co-op injured, tax agencies, and creditors whose unsecured claims came before registration. If the lock makes them recover less than they would have from an open sale, the federation fund pays them the difference. For co-ops outside a federation, the bank pays it. Locked co-ops must also carry standard liability insurance, so injured people are mostly paid by insurers anyway.
+
+### What can be sold, and to whom
+
+**4. The Code defers to the lock.** In every chapter, and in plan sales too, the lock's limits hold. The estate takes the co-op's property subject to them. A sale "free and clear" can't strip them. The lock agreements can't be rejected as ordinary contracts. And no plan can override them. The detailed sale rules live in the bank's statute, as the rules for charities live in state law.
+
+**5. Workers can keep the business running while it's sold.** Argentina changed its bankruptcy law in 2011 to do this. The trustee must report within 20 days on whether the business can keep operating. Workers making up two-thirds of the staff can ask to run it as a co-op while the case goes on, with a plan due within 20 days. The judge decides, and sets a time limit that can be extended once ([Law 26.684, amending articles 190 and 191 of the bankruptcy law](https://www.argentina.gob.ar/normativa/nacional/ley-26684-183856/texto)). The amendment adapts this: workers can ask to run the business as a new co-op, under court supervision, while it's up for sale.
+
+**6. The whole business goes only to a qualified co-op.**
+
+- **A qualified bidder** is a locked co-op whose members do at least three-quarters of its work hours, and whose outside money meets the limits in [Capital, After](capital.md): no vote, at most 15 years. A co-op formed by the failed co-op's own workers qualifies from the start. So does the federation. A shell set up by a conventional company doesn't.
+- **The minimum price is what the assets would bring sold off piece by piece,** set by an appraiser the court appoints. A higher floor, like the full value of a running business, could stop any co-op from buying and force a breakup, which is worse for workers and creditors both. The co-op bidders compete in open bidding, so the price is usually higher than the floor.
+- **No buying back your own failure cheaply.** People who managed the co-op in the two years before it failed can't get bank financing to buy it ([The Lock](the-lock.md#when-a-co-op-goes-bankrupt)). In a reorganization where the members are running the case and also bidding, an independent officer runs the sale.
+- **The time limit is 90 days from when the sale is announced, or from when the workers' co-op files its plan, whichever is later.** The court can extend it once if a qualified bidder is lining up financing.
+
+**7. Workers can pay with what they're owed.** A secured lender can already bid using its claim instead of cash ([§ 363(k)](https://www.law.cornell.edu/uscode/text/11/363)). Argentina lets workers do the same: a workers' co-op can count the wage and severance claims its workers voluntarily hand over toward the price, at their full amount, and the handover happens at a hearing before the judge (Law 26.684, article 27, adding article 203 bis). The amendment does this too, within limits:
+
+- **Only claims workers choose to hand over,** in writing. Workers who don't join the new co-op keep their claims.
+- **At full value, up to the amounts bankruptcy law already puts first:** unpaid wages and benefit contributions earned in the last 180 days, up to $17,150 per worker for wages ([11 U.S.C. § 507(a)(4) and (a)(5)](https://www.law.cornell.edu/uscode/text/11/507)). That's a deliberate transfer from other creditors to workers, capped per person, as Argentina chose.
+- **The insurance pool's claims count too.** The [savings insurance pool](savings-guarantee.md) pays workers' final wages quickly. Normally, whoever pays a wage claim loses its priority ([§ 507(d)](https://www.law.cornell.edu/uscode/text/11/507)). Without a fix, that would leave workers nothing to bid with. So the pool keeps the priority, and it can hand the claims it paid to the workers' co-op for its bid, to be repaid by the new co-op over time.
+- **No last-minute claims.** Pay deferred by a vote in the 180 days before filing ranks as an ordinary claim, not a priority one, and can't be used to bid.
+
+**8. If no qualified co-op buys it, the pieces go to anyone, but not the whole.** No buyer, together with anyone financially tied to it, may end up with substantially all of the business. The brand, the core technology or the main customer contracts count as substantially all, whatever their size, as the lock already says. A buyer of the pieces who hires more than a third of the members within two years owes the difference between what it paid and what the running business was worth, as set by the court's appraiser. The sale order says so up front. That money goes to the co-op's creditors, not the federation fund.
+
+**9. Lenders can't sell around it outside court either.** The same rules apply to any transfer of substantially all of a locked co-op's assets because it can't pay its debts: a lender's sale or taking of its collateral, a state receivership, an assignment for the benefit of creditors, or a tax sale. The [model state law](durability.md#federal-test-state-copies) adds that a sale following these rules counts as "commercially reasonable" under the UCC, so lenders aren't penalized for following them.
+
+### When the co-op reorganizes
+
+**10. A reorganized co-op stays a co-op, and creditors are treated as they would be anyway.**
+
+- **Only working members hold votes.** A plan can give creditors new debt, or voteless claims on the terms in [Capital, After](capital.md), but never ownership, and no loan terms giving a lender approval over the co-op's management or strategy. The rule requiring a ban on voteless shares doesn't apply.
+- **Small co-ops follow the ordinary small-business rule.** In Subchapter V, owners of any small business can keep it by paying creditors all of its disposable income for three to five years. A co-op gets the same deal, no better. To stop members shrinking that income by paying themselves more, disposable income is worked out with members' pay at the going rate ([Investing for the Long Run](the-long-run.md#the-rules)), and raises in the two years before filing are reversed.
+- **Larger co-ops pay creditors the business's full value.** If a group of creditors votes against the plan, they must get at least what the business would sell for on the open market, as if the lock didn't exist, in cash, new debt or voteless claims. That's what the absolute priority rule protects in any company. Members can keep a co-op they can't sell, but not at their creditors' expense.
+- **Members' own accounts go first.** What members have in their capital accounts is wiped out before creditors lose anything. Members were taxed each year on those allocations, so this is a real loss, and it's the cost of being an owner ([Member Capital Accounts](capital-accounts.md#protecting-the-co-op-and-the-people-who-stay)).
+
+### Everything else
+
+**11. Former members are paid before current members.** A former member's payout is a fixed debt the co-op owes ([Member Capital Accounts](capital-accounts.md#how-its-paid-out)). It ranks behind every other unsecured creditor, but ahead of current members' accounts. It isn't pushed down to the bottom as if it were a shareholder's claim ([§ 510(b)](https://www.law.cornell.edu/uscode/text/11/510)). Anyone who left within a year before the failure has their balance recalculated first, as the insurance pool already does ([Protecting Members' Savings](savings-guarantee.md#closing-the-loopholes)).
+
+**12. The lock-holder can go to court, carefully.** The lock-holder can take part in the case. If the trustee declines to challenge a deal the co-op made with insiders before it failed, the lock-holder can ask the court's permission to challenge it, and pays the other side's costs if the court finds the challenge frivolous.
+
+**What it doesn't do.** Unlike charities, locked co-ops *can* be forced into bankruptcy by their creditors, and a failed reorganization *can* be turned into a liquidation. A business that can't pay its debts shouldn't be able to shelter behind the lock. The amendment only decides who can buy it, not whether it can fail.
+
+## What it costs, and who pays
+
+- **Lenders get back less when a co-op fails.** The whole business can only go to a co-op, so it may sell for less than on the open market. Lenders who lend after the lock is registered know that, and they'll charge for it, in higher rates or more collateral.
+- **The bank bears it first.** The bank is usually the biggest lender, so the pilot publishes its recovery rate on failed loans ([The Pilot, in Numbers](pilot-spec.md#what-gets-measured)). That shows what the lock costs.
+- **The federation fund bears the rest.** Creditors who never chose to lend are paid the lock's cost from the fund. That's a real call on money the co-ops put in.
+- **Other lenders may lend less, or not at all.** Some banks will refuse locked co-ops, or lend only against equipment they can take back. Lenders willing to fund a failing co-op through a rescue may be harder to find, because they can't sell the business to anyone. That's a real cost, and it's part of why the model needs its own bank.
+- **Workers' claims come ahead of other creditors when workers bid.** That's a choice to favor keeping a business running in its workers' hands. It's capped per worker, and it's paid for by other creditors.
+- **Some viable businesses will still be broken up.** When no co-op can buy a failed co-op whole, a conventional buyer who would have kept it running and kept the jobs can't. While the co-op sector is small, this will happen. Whether to allow a conventional buyer as a last resort, with any surplus going to the federation fund, is an open question ([Open Problems](open-problems.md)).
+
+## Draft text
+
+For readers who want to see what this could look like in the statute, here is a first draft of the core Bankruptcy Code changes. The detailed sale rules (points 5 to 9) go in the bank's own statute. This is a starting point for lawyers, not finished legislation.
+
+> **Sec. 101 (new definition).** The term "locked cooperative" means an entity entered, as of the date of the filing of the petition, on the register of locked cooperatives kept under [the bank's authorizing act].
+>
+> **Sec. 541(g).** Notwithstanding subsection (c)(1) and any other provision of this title, property held by a debtor that is a locked cooperative may be transferred only as permitted by the nonbankruptcy law governing locked cooperatives, as if the debtor had not filed a case under this title.
+>
+> **Sec. 363(q).** In a case in which the debtor is a locked cooperative, (1) the trustee may use, sell, or lease property under subsection (b) or (c), including under subsection (f), only in accordance with the nonbankruptcy law governing locked cooperatives; (2) the rights of a lock-holder under that law are not an interest that may be sold free and clear under subsection (f); and (3) section 365 does not permit rejection of any agreement required by that law.
+>
+> **Sec. 507(d) (amended).** Insert at the end: "except that an insurance pool established under [the bank's authorizing act] that pays a claim of a kind specified in subsection (a)(4) or (a)(5) is subrogated to the holder's right to priority."
+>
+> **Sec. 1123(e).** Notwithstanding subsection (a), a plan for a debtor that is a locked cooperative (1) may not provide for any transfer of property, merger, consolidation, or amendment of the debtor's charter except as permitted by the nonbankruptcy law governing locked cooperatives; and (2) need not comply with subsection (a)(6) as to any nonvoting interest permitted by that law.
+>
+> **Sec. 1129(a)(17).** If the debtor is a locked cooperative, (A) all transfers of property under the plan are made in accordance with the nonbankruptcy law governing locked cooperatives; and (B) no equity security carrying voting power is issued to any entity other than members who work for the reorganized debtor.
+>
+> **Sec. 1129(b)(2)(B)(iii).** In a case in which the debtor is a locked cooperative, membership in the reorganized debtor held by persons who work for it is not property received or retained on account of a junior interest, if each holder of a claim of the class receives or retains under the plan property of a value, as of the effective date of the plan, not less than the amount such holder would receive if all of the debtor's property were sold as a going concern without regard to section 541(g).
+
+## What this doesn't solve
+
+- **It needs Congress, and a later Congress can undo it.** The lock's other layers hold if the bank's law is repealed. This one doesn't ([Making It Last](durability.md)).
+- **Courts will test it.** Treating membership as something other than property the owners keep is new in bankruptcy law. The draft ties it to paying dissenting creditors full open-market value, which answers the fairness point, but the first cases will still be fought.
+- **Reaching lenders' sales outside court is a federal reach into state law.** It rests on Congress's power over commerce, not bankruptcy, and it will be challenged. States that adopt the model law make it much safer.
+- **Lenders can route around it.** A co-op that leases its equipment, or sells its unpaid invoices to a lender, doesn't own those assets, so the lock doesn't cover them. Co-ops already report new leases to their members ([Investing for the Long Run](the-long-run.md#running-it-down)). How much of a co-op's business can sit outside the lock this way isn't limited.
+- **Workers still have to find the money fast.** Keeping the business running and counting workers' claims toward the price help. But a new co-op still needs a lender within a few months, and whether the bank or federation will stand ready isn't settled.
+- **The register has to exist and be trusted.** It's a new federal job, and every lender to a co-op will have to check it.

JoshHeaps.Net/Content/Socialism/durability.md

@@ -93,7 +93,7 @@ If a later law tried to change the terms of money already lent, there's preceden
 
 ### The lock doesn't depend on Washington
 
-[The lock](the-lock.md) lives in each co-op's own charter and is enforced by an independent lock-holder, not by the bank. So repealing the bank's law doesn't unlock a co-op in ordinary times. There's one big exception. The lock only holds in bankruptcy if federal bankruptcy law is amended (see [The Lock](the-lock.md#when-a-co-op-goes-bankrupt)), and a Congress that repeals the bank could repeal that amendment too.
+[The lock](the-lock.md) lives in each co-op's own charter and is enforced by an independent lock-holder, not by the bank. So repealing the bank's law doesn't unlock a co-op in ordinary times. There's one big exception. The lock only holds in bankruptcy if federal bankruptcy law is amended (see [When a Locked Co-op Goes Bankrupt](bankruptcy.md)), and a Congress that repeals the bank could repeal that amendment too.
 
 States are the second layer. Co-op law in America is state law. Massachusetts, for example, has had a law for worker co-ops since 1982, but a co-op can leave that status by a two-thirds vote of its members ([Mass. Gen. Laws ch. 157A, § 4](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter157A/Section4)). That's exactly the exit the lock closes. So the model includes a short model state law that recognizes locked co-ops and their lock shares. States adopt it or don't. Nothing in the federal law requires it. It only protects co-ops that chose the lock, in exchange for a loan they chose to take.
 

JoshHeaps.Net/Content/Socialism/index.md

@@ -16,7 +16,7 @@ This model doesn't buy, seize or convert anyone's company. Instead it builds new
 - **Workers own their company.** Every member gets one vote. A share of the profits grows with tenure until long-time members split them equally. Salaries still exist, and hard jobs still pay more. Part of each year's profit builds up in a personal account that's paid out when you leave, and part goes into a permanent reserve that keeps the business investing. Members can't drain it through high pay or let the equipment quietly wear out, and big bets get an outside opinion first. An insurance pool the co-ops pay for protects workers' last paychecks and part of their savings if the co-op fails. A fair, fast process deals with members who won't do the work, with protections so it can't be turned on the wrong people. Membership comes automatically after a short probation, so co-ops in high-turnover work like home care don't end up run by the few who stay. Equal shares give members a reason to turn down growth into lower-paying work, so co-ops can grow by starting new co-ops they invest in instead. [Worker Ownership](worker-ownership.md), [Does Sharing the Profit Mean Less Effort?](free-riding.md), [When People Don't Stay Long](high-turnover.md), [When Growing Means Sharing](growth.md), [Member Capital Accounts](capital-accounts.md), [Protecting Members' Savings](savings-guarantee.md) and [Investing for the Long Run](the-long-run.md)
 - **A small public bank lends to worker co-ops.** It charges market rates, so it only succeeds if co-ops can really compete. Its whole job is to be willing to lend to a kind of company other banks won't. Spain, Italy and the US have all tried versions of this, and the pilot is built around what went right and wrong. [The Bank](the-bank.md) and [Has This Been Tried?](precedents.md)
 - **Owners who want to sell to their workers can.** The bank lends for these sales on a separate track, with its own $100 million and its own test. Only healthy firms qualify, there's no new tax break, the price is capped at an independent appraisal, the seller shares the risk, and the whole workforce votes. [When an Owner Wants to Sell to the Workers](buyouts.md)
-- **Co-ops funded this way stay co-ops forever.** They can't be sold to conventional owners, and members can't vote to cash out what earlier members built. An independent lock-holder can veto any attempt, including selling the business off piece by piece. [The Lock](the-lock.md)
+- **Co-ops funded this way stay co-ops forever.** They can't be sold to conventional owners, and members can't vote to cash out what earlier members built. An independent lock-holder can veto any attempt, including selling the business off piece by piece. If a co-op goes bankrupt, only another co-op can buy it whole, and its workers get a real chance to be that buyer. That needs an amendment to federal bankruptcy law, drafted here. [The Lock](the-lock.md), [When a Locked Co-op Goes Bankrupt](bankruptcy.md)
 - **It runs as an honest experiment.** A one-time $350 million pilot aims to fund about 400 new co-ops. The success measures are published before the first loan. If, after twelve years, co-ops stay open about as well as similar conventional firms while paying their members fairly, and the bank earned at least what Treasury bonds would have, Congress votes on growing it. If not, it shuts down automatically. It's built so that a hostile government can't quietly freeze it or rig the result, though Congress can always repeal it. It also tests, by lottery, whether serious help before launch gets more co-ops started. The pilot can't show whether co-ops lift pay at other employers. Even after a pass, a sector big enough for that is decades away nationally. So growth comes in capped stages, and that effect gets its own test in a few local markets. [The Test](the-test.md), [The Pilot, in Numbers](pilot-spec.md), [Help Before the First Loan](before-launch.md), [After a Pass: How Big, How Fast](scale.md) and [Making It Last](durability.md)
 - **Co-ops back each other up.** They pool part of their profits into a shared fund. If one fails, its workers are moved into others instead of being left with nothing. [The Federation](federation.md)
 - **Nobody is left behind by low-margin work.** Owning a company doesn't help much when there's barely any profit to own, so a strong floor covers the rest. A fixed formula, not lobbyists, decides which low-paid work gets public help. [Ownership and the Floor](the-floor.md) and [Who Decides What's Essential](essential-work.md)

JoshHeaps.Net/Content/Socialism/open-problems.md

@@ -15,7 +15,7 @@ An honest list of what the model hasn't solved yet, most dangerous first.
 
 3. **Members' savings sit inside their employer.** *(Partly answered.)* [Member capital accounts](capital-accounts.md) are capped at a year's pay, protected by a solvency test, and now insured by a pool the co-ops pay for ([Protecting Members' Savings](savings-guarantee.md)). It covers final wages, former members' payouts and a protected slice of current accounts. Still open: the pool has no government backing, so a wave of failures in one recession could outrun it. Nobody knows yet what the premiums really need to be. And its legal form, probably insurance under state law, isn't settled.
 
-4. **Is the lock too rigid?** A co-op that should be sold (a better operator exists, the members want out) can only go to another co-op. If the co-op sector is small, that buyer pool is tiny, and viable firms may be liquidated instead of rescued. The federation as buyer of last resort is a partial answer. Critics on the right add a sharper version: a lock that outlasts a repaid loan by generations is a permanent restriction on selling property, bought with one loan, and it binds members who never agreed to it. The lock is now built to hold in layers, including an independent lock share and rules against selling the business piece by piece ([The Lock](the-lock.md#how-the-lock-is-made-to-hold)). Its biggest legal gap is bankruptcy: federal bankruptcy law generally overrides limits on selling a bankrupt company's property, so the lock only holds in bankruptcy if Congress amends that law. Italy offers a softer model: a co-op there can convert into an ordinary company, but its accumulated reserves go to the co-op development fund, not to the members ([Has This Been Tried?](precedents.md#italys-co-op-funds-coopfond-and-the-marcora-law)). That would keep the part of the lock that stops members cashing out what earlier generations built, and drop the part that stops a firm from ever changing hands.
+4. **Is the lock too rigid?** A co-op that should be sold (a better operator exists, the members want out) can only go to another co-op. If the co-op sector is small, that buyer pool is tiny, and viable firms may be liquidated instead of rescued. The federation as buyer of last resort is a partial answer. Critics on the right add a sharper version: a lock that outlasts a repaid loan by generations is a permanent restriction on selling property, bought with one loan, and it binds members who never agreed to it. The lock is now built to hold in layers, including an independent lock share and rules against selling the business piece by piece ([The Lock](the-lock.md#how-the-lock-is-made-to-hold)). Its biggest legal gap is bankruptcy: federal bankruptcy law generally overrides limits on selling a bankrupt company's property, so the lock only holds in bankruptcy if Congress amends that law. [When a Locked Co-op Goes Bankrupt](bankruptcy.md) drafts that amendment. It's modeled on how bankruptcy law already treats charities. Only co-ops can buy a failed co-op whole, its workers can keep it running and bid with the wages they're owed, and creditors who never chose to lend are paid the lock's cost from the federation fund. It still needs Congress, a later Congress can repeal it, and while the co-op sector is small, some viable businesses will be broken up for lack of a co-op buyer. Italy offers a softer model: a co-op there can convert into an ordinary company, but its accumulated reserves go to the co-op development fund, not to the members ([Has This Been Tried?](precedents.md#italys-co-op-funds-coopfond-and-the-marcora-law)). That would keep the part of the lock that stops members cashing out what earlier generations built, and drop the part that stops a firm from ever changing hands.
 
 5. **Scale.** *(Partly answered.)* Even a total success at pilot scale leaves most workers in conventional firms. The labor-market effect needs a sector large enough to move wages, and nobody knows how long growth to that size takes, if it happens at all. That's the price of not forcing it. [After a Pass: How Big, How Fast](scale.md) works through the numbers: even growing at twice the recent pace every year, co-ops would take about 19 years to reach 1% of today's private jobs. Growth after a pass comes in capped stages sized to demand the reviewers certify, and the labor-market effect gets its own test, by lottery, in local markets where co-ops could become a large share of one kind of work. Still open: the closest evidence cuts both ways (big retailers paying more didn't lift other employers' pay; hospitals hiring nurses did), the local test can only find fairly large effects, and co-ops may never become a big enough share anywhere to find out.
 

JoshHeaps.Net/Content/Socialism/precedents.md

@@ -30,7 +30,7 @@ This page goes through what each one actually did, with the failures left in, an
 - **Survival often meant rescue.** In Spain's recession of the late 1970s and early 1980s, the bank's business division switched from starting co-ops to saving them. In 1983 alone, 34 of about 100 co-ops needed its intervention department. The bank replaced managers, changed product lines, merged co-ops, and moved workers between them, and it wrote off about $160 million in loans (Morris, 1992). Many of the co-ops that "survived" did so because the bank restructured them. That's a real achievement, but it isn't the same as surviving on their own.
 - **The market was protected.** Mondragon's biggest industry was household appliances. In 1980 Spain protected them from imports with a 35% tariff, and that protection only fell away (to 5% in 1991) as Spain joined the European market (Morris, 1992).
 - **Then the bank moved on.** Once a change in Basque co-op law allowed it, in the early 1980s, the bank started offering mortgages and car loans to the public, and its deposits grew far beyond what the co-ops needed. By the early 1990s only about 15% of its loans went to co-ops. In 1991 the Entrepreneurial Division was spun off into a separate consulting co-op, LKS (Morris, 1992).
-- **And the flagship later failed.** Fagor, the appliance maker at the heart of the group, expanded across Europe and China largely on borrowed money, lost its main market in Spain's housing crash, and went bankrupt in 2013 with €1.1 billion of debt ([Wikipedia](https://en.wikipedia.org/wiki/Fagor)). Full group support didn't save it.
+- **And the flagship later failed.** Fagor, the appliance maker at the heart of the group, expanded across Europe and China largely on borrowed money, lost its main market in Spain's housing crash, and went bankrupt in 2013 with about €800 million (about $1.1 billion) of debt ([The Local, 2013](https://www.thelocal.es/20131114/major-manufacturer-fagor-files-for-bankruptcy)). Full group support didn't save it.
 
 **What the pilot takes from it:**
 

JoshHeaps.Net/Content/Socialism/the-lock.md

@@ -49,7 +49,7 @@ A lock written only into a co-op's own rules can be voted away by its members. A
 - **It publishes an annual review** of the co-ops it holds shares in.
 - **It also guards membership.** Beyond its four votes, it has one more job: it takes workers' decisions to opt out of membership and checks each co-op's membership records, so that the membership requirement means something ([When People Don't Stay Long](high-turnover.md)). It has no say over who is hired, fired or paid what.
 
-**Where the legal risk really is.** Courts are wary of "restraints on alienation": conditions that stop an owner selling property, especially forever ([Cornell Legal Information Institute](https://www.law.cornell.edu/wex/restraint_on_alienation)). For company shares, reasonable restrictions are generally allowed, so that risk is manageable. **The bigger threat is bankruptcy.** Federal bankruptcy law generally overrides contract terms that restrict transferring a bankrupt company's property ([11 U.S.C. § 541(c)(1)](https://www.law.cornell.edu/uscode/text/11/541)). Without a change to that law, a court-run sale could hand a failed co-op's whole business to any bidder, lock or no lock. So the bank's statute has to amend the Bankruptcy Code for locked co-ops. That needs Congress, and it's listed in [Open Problems](open-problems.md).
+**Where the legal risk really is.** Courts are wary of "restraints on alienation": conditions that stop an owner selling property, especially forever ([Cornell Legal Information Institute](https://www.law.cornell.edu/wex/restraint_on_alienation)). For company shares, reasonable restrictions are generally allowed, so that risk is manageable. **The bigger threat is bankruptcy.** Federal bankruptcy law generally overrides contract terms that restrict transferring a bankrupt company's property ([11 U.S.C. § 541(c)(1)](https://www.law.cornell.edu/uscode/text/11/541)). Without a change to that law, a court-run sale could hand a failed co-op's whole business to any bidder, lock or no lock. So the bank's statute has to amend the Bankruptcy Code for locked co-ops. That needs Congress. [When a Locked Co-op Goes Bankrupt](bankruptcy.md) lays out the amendment, modeled on how bankruptcy law already treats charities.
 
 **What about members who never agreed to it?** Nobody is forced to work at a locked co-op. The lock is explained in writing when someone is hired and again when they become a member. The trade is the same as joining a nonprofit: you get a vote and a share of the profits in a firm you didn't found, and you can't sell it.
 
@@ -74,15 +74,15 @@ A lock on the company is worthless if the business can walk out the side door. T
 
 ## When a co-op goes bankrupt
 
-Argentina changed its bankruptcy law in 2011 so that when a firm fails, its workers can form a co-op, keep the business running, and buy it at its appraised value, counting what they're owed toward the price ([Law 26.684, articles 189, 203 bis and 205](https://www.argentina.gob.ar/normativa/nacional/ley-26684-183856/texto)). This model borrows the idea, adapted to American law.
+Argentina changed its bankruptcy law in 2011 so that when a firm fails, its workers can form a co-op, keep the business running, and buy it, counting what they're owed toward the price ([Law 26.684, articles 189, 203 bis and 205](https://www.argentina.gob.ar/normativa/nacional/ley-26684-183856/texto)). This model borrows the idea, adapted to American law. The full rules, and the amendment to federal bankruptcy law they need, are in [When a Locked Co-op Goes Bankrupt](bankruptcy.md). In short:
 
-- **Only co-ops can buy the business whole.** Its own workers (as a new locked co-op), the federation, or any other locked co-op can bid. It's sold by open bidding among them, with an independent appraisal as the minimum price. The lock-holder picks the appraiser.
-- **Workers' unpaid wages count toward their bid**, but only at what those claims would actually have recovered in the bankruptcy. Federal law gives unpaid wages some priority, capped at $17,150 per worker for wages earned in the last 180 days ([11 U.S.C. § 507(a)(4)](https://www.law.cornell.edu/uscode/text/11/507)). But secured lenders are paid first, so that priority often recovers little.
-- **No buying back your own failure cheaply.** People who managed the co-op in the two years before it failed can't get bank financing to buy it back. Deals the co-op made in the three years before failure can be challenged by the lock-holder, on top of what bankruptcy law already allows.
+- **Only co-ops can buy the business whole.** Its own workers (as a new locked co-op), the federation, or any other locked co-op whose members do most of its work can bid. It's sold by open bidding among them. The minimum price is what the assets would bring sold off separately, set by an appraiser the court appoints.
+- **Workers can keep it running while it's sold,** and count the unpaid wages they choose to hand over toward their bid, up to the amounts bankruptcy law already puts first.
+- **No buying back your own failure cheaply.** People who managed the co-op in the two years before it failed can't get bank financing to buy it back.
 - **If no co-op buys it**, the assets are sold off separately to anyone. But no single buyer and its related companies may assemble enough of the pieces to add up to the business.
-- **A reorganization can't hand over control.** If a locked co-op reorganizes in bankruptcy instead of closing, the plan can't give voting shares to anyone but members.
+- **A reorganization can't hand over control.** If a locked co-op reorganizes in bankruptcy instead of closing, the plan can't give voting shares to anyone but members. Creditors who vote against the plan still get what the business would be worth on the open market.
 
-**This does cost creditors something.** When only co-ops can bid on the whole business, the price may be lower than an open auction would fetch, and lenders will charge for that risk. That's part of the lock's price (below).
+**This does cost creditors something.** When only co-ops can bid on the whole business, the price may be lower than an open auction would fetch, and lenders will charge for that risk. Creditors who never chose to lend, like people the co-op injured, are paid the difference from the federation fund. That's part of the lock's price (below).
 
 ## What the lock costs