03 of 09Ethical × Investment Patient Capital

Ownership at the end

At the end, who owns the asset?

Two financings can move the same money at the same rate and leave the borrower in opposite positions. One ends with an owner. The other ends with a payer. We structure for the first and measure whether it happened.

Reading for Patient Capital
The Citizen's ShareBlasi, Freeman & Kruse, 2013. The American record on broad-based employee ownership.
Owning Our FutureMarjorie Kelly, 2012. Ownership design as the variable that decides who benefits.

What the practice requires

  • Every financing states at signing what the participant owns at term, and on what date.
  • Equity accrues from the first payment, not after a qualifying period most never reach.
  • Default terms return accrued equity rather than extinguishing it.
  • Transfer of title is a tracked deliverable with an owner and a date.
  • If the structure cannot deliver ownership, we call it a rental and price it as one.

The precedent

  • Mondragón was founded in the Basque town of Mondragón by Father José María Arizmendiarrieta and a group of his students. It began as Talleres Ulgor.
  • The federation now employs tens of thousands of people.
  • Pay ratios between executive and shop-floor work stay tight, bounded by policy rather than sentiment.
  • The ownership and the ratio are in the governing documents. That is why they have survived decades of commercial pressure.

Where it goes wrong

  • Rent-to-own terms designed around a completion rate the seller can absorb.
  • Equity that vests only on an event the participant does not control.
  • Leverage against an asset the operator has no path to owning.

Measures

  • Share of participants holding title or equity at term. Target set per program, published.
  • Days from first payment to first dollar of accrued equity.
  • Ratio of total payments made to equity accrued, over the life of the facility.
  • Residual value to the household on early exit or default.
  • Pay ratio inside CEI and inside each venture, published annually.

Three cases

These cases come from the public record: settlements, filings, testimony and the companies' own reporting. Citations are being attached case by case. Good, bad and ugly describe one decision against this one question, not the company as a whole.

Mondragón
GOOD

Mondragón

A Basque cooperative federation. Worker ownership and bounded pay ratios at the scale of tens of thousands, because both sit in the governing documents.

Guild and the tuition that got spent
GOOD

Guild and the tuition that got spent

Employer-paid tuition turned from a dusty HR benefit into a real pipeline, by fixing the parts that stop a shift worker enrolling. The worker keeps the credential when she leaves.

Archegos
UGLY

Archegos

A family office with no regulatory filings triggered roughly $10 billion of prime-brokerage losses at Credit Suisse and Nomura in a single week. Economic risk without the ownership position that would have made it visible.

How this one is marked

Green means we have the evidence and it carries a date. Yellow means someone owns the gap and there is a date to close it. Red stops the work until it clears. Early work sits at yellow for a long while, and we mark it that way.

Green: evidenced and dated
Yellow: a work order with an owner and a date
Red: absent or contradicted