diff --git a/JoshHeaps.Net/Content/Socialism/buyouts.md b/JoshHeaps.Net/Content/Socialism/buyouts.md index 9a522ee..d712bd6 100644 --- a/JoshHeaps.Net/Content/Socialism/buyouts.md +++ b/JoshHeaps.Net/Content/Socialism/buyouts.md @@ -46,7 +46,10 @@ So should [the bank](the-bank.md) lend for these sales? This page's answer is ** - **Only healthy businesses.** At least three years of profits, with the latest year audited by an outside accountant and every year matching the tax returns. Sales to the seller's own other businesses or relatives don't count toward those profits. The seller must have owned the business for at least three years, and it can't be in bankruptcy or behind on taxes. Rescues stay out, as they do for [the rest of the pilot](pilot-spec.md#who-can-borrow). - **The owner starts it, in writing.** The bank never approaches an owner, and neither do the advisers or groups the pilot pays. The owner can back out at any time before closing. - **No new tax break.** American law already lets some owners put off capital gains tax when they sell to an ESOP or a worker co-op. It applies to one kind of corporation (a "C corporation"), requires the workers to end up owning at least 30%, and requires the seller to reinvest the money in other American companies ([26 U.S.C. § 1042](https://www.law.cornell.edu/uscode/text/26/1042)). This model leaves that rule alone and adds nothing to it. The bank's only offer is that it will lend. That keeps out most owners who are only after a tax deal, and it keeps the cost to the public from growing the way Britain's did. -- **Private lenders go first.** The bank lends alongside a private or community lender that takes at least a quarter of the main loan, on the same terms. If no lender will join, the bank can lend alone only after two lenders have turned the deal down in writing. Those deals are marked and reported separately. If private lenders join almost every deal, that's a sign the bank isn't needed for buyouts, and the results will show it. +- **Private lenders go first.** The bank lends alongside a private or community lender, such as a bank, a credit union or a community development lender like the co-op loan funds, that takes at least a quarter of the main loan, on the same terms and in the same place in line. That's demanding, and it's meant to be. In the conversions Project Equity reviewed in 2017, the main loan was usually shared among several lenders, often led by a small co-op loan fund, and some bigger lenders would join only in the safest, first-paid slice of the larger deals ([Project Equity, 2017](https://www.project-equity.org/wp-content/uploads/2023/06/Addressing-the-Risk-Capital-Gap-for-Worker-Coop-Conversions_Strategies-for-the-Field_Project-Equity.pdf)). The bank won't take the riskier slice behind a private lender, because that would put the public's money where the private money should be. +- **The private quarter has to be really private.** It counts only as far as the lender keeps it at risk: not guaranteed or bought in part by a state or federal program, and not sold on, for the whole life of the loan, certified each year. Only new money counts, so a seller's existing lender can't join at a quarter while the sale pays off its old, bigger loan. A lender funded by the bank itself doesn't count. Every lender says in the deal file where its own money comes from, and the bank reports each year how much of the private share came from ordinary banks and credit unions and how much from mission lenders, some of which are partly funded by public programs or charities. +- **The lenders share alike.** A written agreement among the lenders, published with the deal, splits fees, collateral and any early repayment in proportion. The bank or a neutral party manages the loan, so the private lender can't collect first or push a piecemeal sale that suits it, and every step in a default follows [the lock](the-lock.md). +- **When no private lender will join.** The bank can lend alone only after two lenders with no ties to the deal have turned down an equal quarter share on the standard form, naming the terms they would have accepted. Deals the bank makes alone are reported separately, with their own loss rate, and can't be more than a third of the track's loan money. If that cap is reached, the bank stops lending alone and says so. The bank expects many deals to need it, because an equal place in line is a strict rule. A high share of solo deals would say more about how strict the rule is than about whether the co-ops can pay. If private lenders join almost every deal, that's a sign the bank isn't needed for buyouts, and the results will show that too. ### A fair price @@ -122,6 +125,23 @@ To make sure the bank isn't just taking deals the SBA would have done anyway: - **It counts its own overlap.** The bank publishes each year how many of its deals could have met the SBA's terms, by a definition fixed in the lending standards before the first loan. - **It asks for the SBA fix too.** The model asks Congress to give co-ops buying control of a business the same two exemptions ESOPs already have. If that happens, the buyout track lends only where the SBA route still can't serve the deal, and says each year how many that is. +### Other public help that already exists + +The SBA isn't the only public program that can help. Two others already allow worker buyouts, in pieces. Both are as of 2026, and both can change: + +- **State programs paid for by Treasury.** The State Small Business Credit Initiative (SSBCI) gives states federal money to share the risk on small business loans: by buying part of a loan, guaranteeing part of it, or putting up cash to cover a shortfall in collateral. Its rules generally bar using that money to buy out an owner. But they make an exception for a sale to a worker co-op, ESOP or employee trust, as long as the workers end up owning a majority. The private lender has to keep at least 20% of the risk on each loan, and the borrower's own money doesn't count toward that. Treasury's rules ask for personal guarantees only in one narrow case, a loan to a company that just owns the building the business uses. Each state designs its own program, usually with the lender enrolling the loan, and not every state's is open to buyouts. The current round is mostly one-time money from 2021, released in stages, and much of it may be committed before the bank lends ([Treasury guidelines, 2024](https://commerce.mt.gov/_shared/business/MTSSBCI/docs/forms/SSBCI-Capital-Program-Policy-Guidelines-Revised-10.4.24.pdf); [Treasury fact sheet, 2023](https://home.treasury.gov/system/files/136/SSBCI-ESOP-Fact-Sheet.pdf)). +- **USDA's rural business guarantees.** The Department of Agriculture guarantees business loans in rural areas. It asks for personal guarantees from anyone who owns 20% or more of the borrower, at least in proportion to what they own. In a co-op with more than a handful of members that's usually nobody, but USDA can also ask smaller owners to guarantee when it judges the risk high enough, and it can grant exceptions. Its loans for turning a business into a co-op or ESOP are capped at $600,000 and 10 years, and must come within five years of the first transfer of ownership, so they cover only a slice of a typical deal ([7 CFR 5001.204 and 5001.140(d)](https://www.ecfr.gov/current/title-7/subtitle-B/chapter-XLII/part-5001)). + +Neither gets around the SBA's rule. An outside guarantee fund doesn't meet it either, because the SBA asks for a guarantee from one of the *owners*. Where these programs do exist, the bank's track uses them, carefully: + +- **The state gets asked first.** Where a state's program is open to buyouts, the private lender is asked in writing to enroll the loan before the bank lends. If the state says no, or hasn't answered within 45 days, that counts as a no, so a slow agency can't run out a seller's clock. The bank steps back only if the private lender plus the state can do the whole deal with no personal guarantee, no more cash from the workers and no higher total cost. Deals it steps back from are reported, and followed, as a group of their own. +- **Never with a personal guarantee.** The bank never joins a deal where any program requires a member to guarantee the loan personally. +- **Help is counted as the public's money.** State or USDA help can sit alongside the bank's loan, for example to cover a collateral shortfall. It never counts toward the private quarter. The track's loss rate is measured before any state or USDA recovery, so moving a loss onto another public program can't make the bank look better. Guarantee fees and any payouts go into [the deal's ledger](#who-buyouts-are-compared-against) and the money test. And each deal's file shows the total public money and risk in it, across every program, not just the bank's. +- **It's all published.** Each year the bank reports how many deals used a state or USDA program, how many the state turned down and why, and how many the bank stepped back from. Where Treasury's and USDA's deal records allow, co-op buyouts they supported elsewhere are reported next to the bank's own. +- **It asks for these fixes too.** Alongside the SBA change, the model asks Treasury to encourage states to open their programs to worker buyouts, and USDA to raise its $600,000 cap for conversions. Where they do, the track shrinks, as it would for the SBA fix. + +These programs show that public help for worker buyouts already exists, state by state and in pieces. What the track can show is whether one lender, with the same rules everywhere, reaches good deals the patchwork doesn't. + ### How many deals After the $5 million for advisers and governance help, $95 million at about $1.5 million a deal, half the limit, funds roughly 60 to 65 buyouts. With a private lender and the seller's share on top, that typical deal is a business priced around $2.5 million. That's too few for the tight survival comparison the startup test uses. So survival is published and compared, but as evidence, not as a pass-or-fail line. The terms of every deal are published: the price, the appraisals, the loans and the seller's share. So is what happened to them: every cut to a seller's share, every year payments had to wait, and the losses on deals the bank made alone, reported apart from the rest from the start. @@ -157,7 +177,7 @@ Three groups of businesses can be followed. None of them makes a clean experimen ## What this doesn't solve - **The workers pay for what they helped build.** A fair price is a price for the owner's years of ownership, and the workers pay it out of profits their own work will produce. This model accepts that, because the alternative is taking the business, and it doesn't take anyone's business. The rules keep the price fair. They can't make it free. -- **These loans have less behind them than ordinary ones.** Almost no cash from the buyers, no personal guarantees and a seller who waits two years, not ten. The coverage test and the seller's paid-last share carry the weight that cash and guarantees carry in an SBA loan. If that isn't enough, it will show up as losses above the published rate, and the track fails its test. +- **These loans have less behind them than ordinary ones.** Almost no cash from the buyers, no personal guarantees and a seller who waits two years, not ten. The coverage test and the seller's paid-last share carry the weight that cash and guarantees carry in an SBA loan. The cushion is also thinner than in past co-op buyouts: the main loan here is about 80% of the price, where the conversions Project Equity reviewed had 50–70% in main loans, with other lenders as well as the seller paid after them. If that isn't enough, it will show up as losses above the published rate, and the track fails its test. - **The seller always knows more.** Written disclosures, checked profits and a shrinking seller's share make hiding problems costly. They can't make it impossible. - **A fair price is a matter of judgment.** Appraisals are estimates. The rules make overpaying harder and put the seller's own money behind the price, but they can't make valuation exact. - **The vote can be pressured.** A secret ballot, a neutral ballot and a majority of everyone eligible help. They can't stop a well-liked owner or manager from leaning on people in the break room. diff --git a/JoshHeaps.Net/Content/Socialism/open-problems.md b/JoshHeaps.Net/Content/Socialism/open-problems.md index 1e9d415..8d6358e 100644 --- a/JoshHeaps.Net/Content/Socialism/open-problems.md +++ b/JoshHeaps.Net/Content/Socialism/open-problems.md @@ -35,7 +35,7 @@ An honest list of what the model hasn't solved yet, most dangerous first. 11. **Federal or state?** *(Mostly answered.)* The test stays federal, because one bank with one plan makes one clean experiment. Any state can copy the bank under the same published rules, reported separately, and a model state law protects the lock ([Making It Last](durability.md#federal-test-state-copies)). Still open: whether a few state lenders sharing one plan would have been the stronger experiment after all, since the most durable public bank in America, North Dakota's, is a state bank. -12. **Voluntary buyouts: in or out?** *(Answered.)* In, on a separate track: $100 million of its own, healthy firms only, a willing seller, no new tax break, a capped price the seller shares the risk on, a vote of the whole workforce, and its own test of money and pay, so it can't flatter the startup result ([When an Owner Wants to Sell to the Workers](buyouts.md)). Still open: whether a price set by the market is fair to workers who pay it out of their own future work, and whether about 60 deals can show more than that the loans get repaid. The comparisons are now set out: SBA-financed purchases, ESOP sales and deals that fell through, with a loss rate fixed by formula in advance ([Who buyouts are compared against](buyouts.md#who-buyouts-are-compared-against)). With so few deals, the loss test can catch a track that does much worse than SBA lending, but it can't show that buyouts do better. Why co-ops can't simply use the SBA is now spelled out: its rules ask a co-op, unlike an ESOP, for cash up front and one member's personal guarantee. The bank's deals do without both, so they rest on the seller's paid-last share and a coverage test on past cash flow ([Why not just use the SBA?](buyouts.md#why-not-just-use-the-sba)). Whether that's enough in place of cash and guarantees is something only the loss record will show. +12. **Voluntary buyouts: in or out?** *(Answered.)* In, on a separate track: $100 million of its own, healthy firms only, a willing seller, no new tax break, a capped price the seller shares the risk on, a vote of the whole workforce, and its own test of money and pay, so it can't flatter the startup result ([When an Owner Wants to Sell to the Workers](buyouts.md)). Still open: whether a price set by the market is fair to workers who pay it out of their own future work, and whether about 60 deals can show more than that the loans get repaid. The comparisons are now set out: SBA-financed purchases, ESOP sales and deals that fell through, with a loss rate fixed by formula in advance ([Who buyouts are compared against](buyouts.md#who-buyouts-are-compared-against)). With so few deals, the loss test can catch a track that does much worse than SBA lending, but it can't show that buyouts do better. Why co-ops can't simply use the SBA is now spelled out: its rules ask a co-op, unlike an ESOP, for cash up front and one member's personal guarantee. The bank's deals do without both, so they rest on the seller's paid-last share and a coverage test on past cash flow ([Why not just use the SBA?](buyouts.md#why-not-just-use-the-sba)). Whether that's enough in place of cash and guarantees is something only the loss record will show. State programs paid for by Treasury and USDA's rural guarantees already allow co-op buyouts in pieces. The track uses them, but can't count them as private money or use them to hide losses ([Other public help](buyouts.md#other-public-help-that-already-exists)). How often private lenders will really take an equal share is unknown, so deals the bank makes alone are capped at a third of the money. 13. **Work where people don't stay long.** *(Partly answered.)* In home care, most workers leave within a year or two. Membership is now automatic after a short probation, the buy-in comes out of profit shares rather than pay, and pushing people out before they'd join counts against the co-op ([When People Don't Stay Long](high-turnover.md)). Still open: with a five-to-ten-year profit share ramp, only a small minority of care workers ever reach a full share, so the people who stay collect much of the profit the others helped make. A much shorter ramp for low-margin, high-turnover co-ops would fix that, but it would go against the founding plan's range and weaken the ramp's protection against under-hiring. Also open: whether default members take part in governance, and whether Social Security counts a profit share as earned income for SSI, which decides whether members on SSI lose more by joining. SSI may also count an account credit as income when it's made. Until Social Security answers, members on SSI get their share all in cash and join only if they say yes ([How a Locked Co-op Is Taxed](taxes.md#benefits)), and workers who have only an IRS taxpayer number still can't be members. How labor law treats worker-owners now has its own page ([Owners Are Still Workers](labor-law.md)). Federal labor law probably doesn't protect members' own organizing, so the charter does, and fixing the law takes a separate bill that may never pass. Some states leave members out of unemployment insurance, and whether founders' unpaid work before the co-op forms is outside wage law still needs the Labor Department's answer. A federal rule due in 2030 requires 80% of certain Medicaid home care payments to go to care workers' pay. Co-ops meet it from wages alone and pay any shortfall as wages, but in that work it leaves little room for profit shares or a reserve, and whether the rule survives is unknown ([When Medicaid decides how much goes to pay](high-turnover.md#when-medicaid-decides-how-much-goes-to-pay)).