The idea of a second chamber is not controversial. The argument is how you populate it.
Elected - you have the problem of two chambers claiming legitimacy and potential deadlock, and also the problem of potentially having the same short term view as the other elected chamber.
Appointed - who gets to appoint, on what criteria, who are they beholden to ( ideally unsackable once appointed - I want them to feel free to say what they really think ).
Inherited - Very unlikely to represent the population. No quality filter. Potentially a culture of service built up - and free to say what they think.
Random. - More likely to represent the population. No quality filter.
You can obviously have a mix of all or any of the above.
In my view, the ideal second chamber would be full of people of experience, who are beholden to nobody (unsackable), that represented a broad range of views, with a culture of service.
I'm against a fully elected second house - as that's not really adding anything different to the first house. Appointed has worked quite well in the past, but it has become more and more abused recently as the elected politicians have two much control.
Abused is probably an understatement. The Tories made some extremely questionable and bizarre appointments in their recent terms. We have the son of Russian oligarch sitting there! Inexplicable advisors whose appointment is a mystery even after FOIA requests. And extreme partisans like Jacob Rees Mogg and Priti Patel.
Imo they should be proposed and voted on by the house. That should at least offer some prevention of peerages as favours, as they quite clearly have been used.
> Imo they should be proposed and voted on by the house. That should at least offer some prevention of peerages as favours, as they quite clearly have been used.
You'd get party political trading - we will vote for your pick if you vote for our pick - but perhaps it will help at the margins - the obviously embarrassing would be harder to squeeze through.
The problem is the current process relied a bit too much on people being trustworthy - as you say that's kinda fallen away recently - and obviously the election of Trump show how dangerous it is for a process to rely on people being decent and not abuse the trust. Which is a shame as trusting people gives people the leeway to do the right thing.
In terms of JRM or Patel - while they are not my cup of tea, I think there is value in senior politicians becoming members of the Lords almost by default ( like senior judges or religious leaders ) - as to some extent it does reflect what people have voted for in the past and they have valuable experience. However perhaps it's too early in their cases.
An age limit has been talked about - but normally in terms of upper age - I wonder if it wouldn't be better as an age threshold - you have to have retired and be no longer 'on the make'. Sure that means no young people in the second chamber - but ultimately being representative is the commons role, the second chamber is for experienced people to tell the commons not to be hasty and do more work.
It's very tricky to balance right that's for sure. Agreed that it opens the door to behind the scenes deals. But marginal improvements are still better than whatever the hell we have now.
In the case of Priti Patel she was fired from government for having secret/undisclosed meetings with Israel to recognise some contested land (IIRC). That should be an instant disqualifier for a lifelong peerage.
> That should be an instant disqualifier for a lifelong peerage.
Again the current process does have an element of that - MI5 et al have a look at the list and say 'reputational risk'. "That's a very brave choice minster.."
However, as with Mandelsons appointment to the Lords and US ambassador, it's clearly being ignored - but then who better than the PM of the day to have the final say - the problem is somebody has to - and if you take it away from the PM - then it potentially becomes undemocratic.
Perhaps one improvement would be the removal of the tradition of exiting PM's creating a nomination list - when they no longer care about what the public think - a bit like Joe Biden outrageously pardoning his son.
It's not necessarily a reflection on the team you are going to be in.
Large companies have the problem that they get 100's if not 1000's of applicants for a role, and so HR screen them before they even get to the hiring manager.
And whether HR screen via keyword search, AI CV reading, online tests, phone screens or AI interviews - it's always massively imperfect - as the HR recruiter doesn't have the expertise of the hiring manager.
That's assuming they open up a role for public applications, I think (assume, believe, etc) that these companies will have internal recruiters reaching out first before opening it to the public.
That works better but is expensive - quite often you have to show the public route has failed before you can justify active recruitment.
Also large companies intrinsically know that in the end active recruitment is a bit of a zero sum game - you poach your competitors staff they poach yours - so there is a hesitancy in getting involved in that game.
I have seen people who are actively recruited ( hey we think your great please apply ), who are then forced to do these kind of HR screenings ( because that's the process ). This clearly doesn't make any sense and sends entirely the wrong signal.
Are you sure that availability of resources was a limiting factor during a large part of human evolution?
ie what has driven human population growth - a fundamental change in availability of natural resources or a fundamental change in how humans exploited them?
I'd argue it's the latter, and that's driven by accumulated knowledge - and before writing - the key repository of that was - old people.
Humans have selective adaptations to reduce resource competition between older and younger members of populations - examples are menopause and testosterone levels.
Part of the reason it benefited us that some but not all people become old is because people require more attention during two phases of their lives. Our biological evolution has prioritized care for the very young over the very old, with respect to a limit on resources (like attention), effectively until the modern age. In some cultures, for instance, those with teeth must pre-chew food for those without, or expected members to engage in ritual suicide at a certain age.
I think it's a mistake ( common ) to view any organism at a point in time as perfectly adapted.
It's like saying cars pistons are designed to wear out - because they do and as the car is perfectly designed ( the mistake ) then it must be for a reason.
Also take menopause - it happens a female has all the oocytes ( eggs ) they will ever have already at birth. Menopause happens when they run out.
What you are arguing is that the number at birth is optimised with a very indirect feedback loop - as oppose to a very direct one of how much resources do you put aside for eggs in terms of maximising number of direct children versus resources used. Occams razor suggests the latter is going to be stronger.
If what you say is true - think about it - old people wouldn't gradually crumble due to wear and tear, they would have evolved some much more efficient death switch. ie Women don't suddenly die post menopause.
Sure - though the tuned behaviour around turning the innate immune system up and down is probably dominated by the more recent part of that long history.
It does raise the question of where in the future will companies compete.
What's the balance going to be between,
'connecting customers to product' and
'making differentiated product'?
In theory, if customers have perfect information ( ignoring a very large part of sales is emotional ), then the former part will disappear. However the rise of the internet, and perhaps AI agents shopping on your behalf, hasn't really made much of a dent there [1] - marketing, in all it's forms, is still huge business - and you could argue still expanding ( cf google ).
[1] Perhaps because of the huge importance of the emotional component. Perhaps also because in many areas of manufacturing you've reached a product plateau already - is there much space to make a better cup and plate?
There's also a world where "all companies have access to the software factory so sales and entrepreneurship in software disappears entirely."
But in that scenario it's hard to see where the unwinding stops. What are these other companies doing and which parts of it actually need humans if the "agents" are that good? Marketing? No. Talking to customers? No. Support? No. Financial planning and admin? No. Manufacturing? Some, for now. Shipping physical goods? For now. What else...
>It does raise the question of where in the future will companies compete.
Exactly where current companies compete, rent seeking, IP control, and legal machinations.
Hence you'll see a few giant lumbering dinosaurs control most of the market, and a few more nimble companies make successful releases until they either get crushed by, get snapped up by the larger companies, or become a large company themselves.
Was listening to a radio programme recently with 3 entrepreneurs talking about being entrepreneurs.
In relation to sales, there were two gems. For direct to consumer type companies - influencers are where it's at right now especially during bootstrap phase - and they were talking about trying to keep marketing budget under 20% of sales.
Another, who is mostly in the VC business, finds the best way to gain traction for his startups is to create controversy - ie anything to be talked about.
In both cases you are trying to be talked about - either by directly paying for people to do that, or by providing entertainment value so people talk about you.
You could argue that both of those activities are already been automated - and the nice thing about sales is there is that fairly direct feedback loop you can actively learn from.
Yeah I really would like to know how many bots are on reddit (and on particular subreddits/threads) and also how many are here!
The interesting thing though is that the bots are just cheaper versions of real human influencers. So nothing has changed aside from scale (and speed) - the underlying mechanisms of paying for word of mouth is the same as it's been for a long time.
So to paraphrase, some people don't like some of the proposed solutions to climate change to choose to pretend it isn't happening rather than confront the problem?
> it’s not world ending yet but we should get ahead of it,
Sure there are fanatics spouting end-of-the-world-is-nigh stuff but fundamentally I think the problem here is it's unknown - both in terms of the physical changes [1], and perhaps more importantly second order effects due to mass migration. It might become a real problem a lot sooner than you think - we simply don't know - but I think it's certainly wrong to view the effects as a gradual rise - that average hides a lot of local/temporal variation.
[1]in terms of potential for positive feedback loops like methane release, or compensating stabilising effects like cloud cover.
[2] For a region to become uninhabitable, you don't need it to be uninhabitable every day of the year - just one or two days a year may be enough - enough to kill people or crops. What's important is the occurrence of extremes during the year, not the average gradual rise.
Sounds like it's time for GreenPeace USA to follow the chemical industries example - do a corporate reorg, put all the liabilities in specific subsidiary and then declare bankrupacy for that subsidiary.
I assume that is the point of having a Greenpeace USA -- to shield Greenpeace International and other Greenpeace organizations from liability. And it seems to have mostly worked.
Looking at the history ( back in the 1970s )- it appears to be in part the reverse - when Greenpeace USA was created, the original greenpeace, based in Vancouver, had a quarter of a million debt - and there was a bit of a fight over it.
Yup. It's "weird" that all of these companies claim that "swear to god, we fully intend to honor our obligations", then all of them use this one law firm who specializes in doing exactly the opposite and "oops, look what happened, we have no more legal obligation, that belongs now to this other entity that we said we'd fund but ... somehow ... didn't. Or certainly not anywhere near where we said we would."
But there are definitely apologists and deniers of it, even right here on HN. Or "you don't know that's what's going to happen, we owe it to them to wait and see", even as you watch the exact same law firm guide another company through the exact same process in the exact same way, but somehow, maybe, this time, it'll have a different outcome.
Summarizing Matt Levine's various columns on the issue from memory:
1. J&J lost a lawsuit about talc and the winner was awarded $Xb (or maybe $XXXm, my memory is fuzzy) in damages.
2. J&J transferred $XXb to a new company.
3. It let the new company take on current and future liabilities for judgements on the talc issue.
4. J&J then had the new company declare bankruptcy. The bankruptcy process is designed to pay out money fairly to all creditors. The new company's only creditors were the plaintiffs in the lawsuit J&J lost + any future claimants. So this wasn't necessarily nefarious.
5. A judge rejected the bankruptcy because J&J had funded the company with $XXb and that was in excess of its current liabilities. As Levine put it, the company wasn't "bankrupt enough" yet.
I didn't keep up with the story after that so maybe I missed something.
Generally true, but one key point. Under bankruptcy law, you can give liabilities to a subsidiary, but you have to give the subsidiary enough money to pay the anticipated liabilities. That’s the reason why J&J gave the subsidiary so much money. Otherwise, the bankruptcy would have been dismissed as a fraudulent transfer. The bankruptcy court approved the bankruptcy filing, but on appeal the Third Circuit dismissed the bankruptcy because the subsidiary wasn’t bankrupt enough. Basically, in order to avoid fraudulent transfer law, J&J had to write the subsidiary a big check, but that money made the subsidiary ineligible for bankruptcy.
(Disclosure: I was on the team that won the appeal against J&J on this issue. My comment above is about the public record.)
> So the Texas Two-Step supports the idea that companies can’t just put liabilities in a subsidiary and put it into bankruptcy. The Texas Two-Step is an effort to work around that rule.
Sorry I'm having trouble parsing this because the first and second sentences seem to contradict each other. Or I'm just bad at reading.
> Disclosure: I was on the team that won the appeal against J&J on this issue
That's actually pretty cool. If I may ask, given that LTL was funded with many multiples of its liabilities, why was the bankruptcy appealed?
> Sorry I'm having trouble parsing this because the first and second sentences seem to contradict each other. Or I'm just bad at reading.
Sorry, I was unclear. You have a law that says that pre-bankruptcy transfers that were made to avoid liability can be voided: 11 USC 548: https://www.law.cornell.edu/uscode/text/11/548. So say J&J put the liabilities into a subsidiary, but didn’t give it a check. The creditors would have been able to void the transfer of liability and give it back to J&J by proving that J&J transferred the liabilities that the subsidiary couldn’t pay.
To work around that, J&J did a particular formulation of the Texas Two-Step where it gave the subsidiary a big check to pay for the anticipated liabilities. The fact that J&J had to do that shows that the fraudulent transfer law does have some teeth. It was the reason J&J had to take the approach that ultimately got the subsidiary kicked out of bankruptcy court.
> If I may ask, given that LTL was funded with many multiples of its liabilities, why was the bankruptcy appealed
So the amicus brief from Public Justice—which I had no involvement with—does a good job of explaining the public interest concerns: https://www.tzlegal.com/wp-content/uploads/2022/07/2022.07.0.... Bankruptcy court is a debtor-friendly forum and gives debtors tremendous leverage over creditors.
> The bankruptcy court didn’t agree that having too much money was a grounds for dismissing the bankruptcy filing. The appellate court reversed, finding that a company that had too much money was legally precluded from filing for bankruptcy.
I understood that. My question was why challenge the bankruptcy if there was apparently already enough money for everyone who won? Why not just go to bankruptcy court and pick up your check?
EDIT: Looks like this question was answered with an edit to the post I replied. Thanks!
1. funding commitments have been unenforceable in other Texas two step bankruptcies
2. allowing a bankruptcy court to figure out payments would turn all the thousands of plaintiffs' cases into a defacto class action (my understanding of what this person wrote).
I'm not sure what you mean. I think we are saying the same thing. The strategy to use Texas Two Step failed in 2025 and J&J gave up, and now they are going back to the regular way of resolving the litigation.
You said the Texas Two Step can't be used for fraudulent transfers (or at least, that's how I interpreted) and offered J&J's case as an example. My reply to that is J&J's Texas Two Step failed for a different reason, unrelated to fraudulent transfers.
My OP said that Texas Two step was used all the time. I said J&J tried to use Texas Two Step and it ultimately failed. And yes it did fail mostly because it was not being used in good faith.
> And yes it did fail mostly because it was not being used in good faith
As of today, judgments against J&J total to less than $10b. J&J committed up to $61.5b to LTL, the company it spun off. Simple arithmetic shows us all current judgments will be satisfied. https://news.ycombinator.com/item?id=47222778
The judge used this $61.5b commitment - which J&J made to ensure LTL would pay for all the lawsuits J&J lost - as proof that LTL wasn't actually bankrupt. Which is weird but also correct.
Where is the bad faith today? I mean it's possible J&J has done some internal analysis and expects to be on the hook for more than that in the future. Or there's some other arcane legal issue I don't understand. And in that sense committing the $61.5b is a smart way of capping their losses while still looking like good guys today. There's no evidence of that right now though.
To re-iterate, the bankruptcy was rejected because of how it was structured. Not because there was an attempt to dodge liability. To me that's a more damning indictment of the legal system because it implies liability dodging might have worked if it were structured right.
Nah, Matt Levine is an absolute Texas Two Step apologist, something that made me lose a lot of respect for him.
He repeatedly contorts himself into pretzels trying to defend it (why?) and into equal pretzels avoiding exploring the two elephants in the rule:
1. He (and those involved) claim that the process is "actually, truly, intended to be solely for the benefit of the plaintiffs suing us", and that defendants are doing them a favor, going out of their way to spin off these entities that are flimsy houses of cards.
2. Is it just a coincidence that of the firms who've gone through the Texas Two Step process, that they've managed to get away with not having to pay ninety per cent of court-ordered liabilities, and in at least one case, ninety-eight per cent?
Why on earth would these companies bend over backwards to do something that they claim has zero benefit for them, and is only truly intended to help streamline and optimize plaintiff's efforts in suing them?
Why is it even called the Texas Two Step? Is it because:
1. it assists claimants and plaintiffs (their adversaries) to bond together and present one solid unified case against you, or...
2. because it assists them to elegantly dance around their liabilities?
Levine and the firms and companies he's carrying water for insist the name has nothing to do with the second point.
In the JJ case, Levine's apologism of "they weren't bankrupt enough, yet" is horseshit.
JJCI was funded to the tune of $2B. Slightly less than the $61.5B of liability, you'll agree.
After the bankruptcy was rejected, the Judge had said that the bankruptcy might be necessary at some point in the future, but "now wasn't the time".
JJCI re-filed bankruptcy proceedings three hours later.
These don't add up anywhere close to $10b, let alone $61.5b.
$61.5b is the amount that J&J ultimately agreed to pay the new company (LTL) that it spun off to take over the liabilities.
This is from the court that rejected the bankruptcy:
"we cannot agree LTL was in financial distress when it filed its Chapter 11 petition. The value and quality of its assets, which include a roughly $61.5 billion payment right against J&J and New Consumer, make this holding untenable."
My translation: "This new company can get up to $61.5b from J&J but says it's in financial straits. Bankruptcy denied."
I'm aware the Texas Two Step is used by companies to get out of paying what they legally owe. It's unclear to me if this particular case is a good example of that today because J&J has committed to paying at least $61.5b and that's much more than the judgements against them.
If in 20 years all the judgements end up being more like $80b and J&J says "Whoopsie, money's run out" then I guess we can call shenanigans.
I don't know what Matt Levine has said about the Texas Two Step outside of this case.
> JJCI re-filed bankruptcy proceedings three hours later
What did they change in their application? What happened to the new filing?
> I'm aware the Texas Two Step is used by companies to get out of paying what they legally owe. It's unclear to me if this particular case is a good example of that today ...
They are using the same law firm (Jones Day) as the others. It's a perfectly good example.
> ... because J&J has committed to paying at least $61.5b and that's much more than the judgements against them.
Actually, the $2B and $8.9B proposals in LTL's two bankruptcy proceedings made the funding from J&J contingent on claimants and future claimants accepting the bankruptcy, i.e. its J&J effectively trying to shoehorn this into an informal class action - plaintiffs can choose to form a class action, defendants are not able to force them into one, but this effectively would. So it seems unlikely that J&J would ever be on the hook for $61.5B. Indeed, HoldCo, the parent of LTL, in turn owned by J&J would only ever be funded to a maximum of $30B.
> Here's a law firm's summary of all the judgments to date against J&J
to date. There's many many more (thirty-eight thousand) cases that have not been adjudicated, in fact.
> because J&J has committed to paying at least $61.5b
Where do you think that number came from? J&J playing good corporate samaritan, or knowing that they still have many, many more cases winding through the courts, or in discovery, than have had final judgments rendered so far?
Good for J&J. They've actually only paid $2B - of the $10B of judgments that you yourself acknowledge. Good for J&J. And they've committed to funding $61.5B? How's that worked out for other companies doing this?
Georgia Pacific, in the same spot, committed to an initial funding of their T2S entity, and to review this further as needed. In the end, they funded it to the tune of $175M. And then told the court that the entity was entirely independent from GP and they had no obligation to do any such thing.
St Gobain, in the same spot, committed to funding to the tune of $50B, and ended up putting in less than $100M and refusing anything further.
So audacious was St Gobain that they were laid into by the court:
> Gross testified that Saint-Gobain repeatedly misrepresented its intent in creating the subsidiary that eventually filed for bankruptcy, calling executives’ testimony and other statements “misleading” and “not truthful.” U.S. Bankruptcy Judge Craig Whitley followed Gross’s testimony last August with factual findings that included his own blistering critique of the executives’ statements as “contrary to the evidence,” saying the company’s story “strains credibility.”
Four major companies have tried the Texas Two Step lately. All of them have used the same one law firm, again, Jones Day. Three of them (J&J being the fourth) have managed to drastically under-deliver on their commitments and liabilities and have emerged unscathed as a result.
Trane Technologies, same thing.
Weird that LTL was formed in North Carolina, where this scheme seems to work, yet J&J has no corporate presence there (headquartered in NJ)
But somehow, J&J, and Matt Levine would love us to believe that this time, somehow, it'll be different.
> What did they change in their application?
They changed the number from $2B to $8B and filed bankruptcy again. It was again dismissed. The first time, the courts as you said described it as an untenable position. Now, they were more annoyed, saying that the application was made in actively bad faith.
"Johnson & Johnson would later make a third attempt at resolving talc litigation through bankruptcy in 2024, which also failed. The company continued to face thousands of lawsuits alleging its talc products were contaminated with asbestos and caused cancer.
The repeated bankruptcy dismissals established important precedent limiting the ability of financially healthy corporations to use the Texas Two-Step strategy to avoid mass tort litigation."
This is from another mesothelioma law firm (important to note that J&J has actually resolved many of the mesothelioma claims against it, ~95%. But the vast majority of claims are around asbestos, and have a much clearer causality, typically resulting in larger verdicts).
April 2025, J&J, sorry, LTL, have since tried, and failed, to file a fourth bankruptcy. They're getting increasingly nervous that they won't be able to sidestep liability.
There's also this hugely perverse incentive with all of these "commitment to fund"s:
"You injured me and have been ordered to compensate me. But in order to do so I have to hope you continue to prosper, potentially injuring others along the way, so I get my compensation. I can choose between getting you shut down, but potentially not being compensated, or being compensated but knowing that you go on to be able to do this to others."
Your post boils down to "funding commitments are worthless and unenforceable", which if true is
1. surprising to me, a layman. and
2. means it's just as well J&J's ploy didn't work.
All the rest about J&J using the same law firm etc. doesn't make for much of a smoking gun for me.
You're also right about the perverse incentives. But it would be equally unfair if the last 37k of those 38k plaintiffs didn't get any money because the first 1000 to win were awarded all of it.
Tl;dr J&J may or may not be playing fair. Is there another orderly process to ensure all plaintiffs are treated fairly?
Using the same law firm which has made a point of assisting companies through this process...
Of which it has represented four companies. The first three of whom, using Jones Day's playbook, have managed to escape with making payments that are a single digit percentage of what they actually have judgments for, have told the courts, through those same lawyers, "Yeah, we're not actually going to be held to those commitments" and have faced no further consequences, almost as if the lack of commitment was a part of the plan...
... and the fourth, J&J/LTL is trying the exact same thing, and every time they have been rebuffed, have tried and tried again, four times now.
Is it a good thing that this isn't working so far? It's a better thing, perhaps. But the plan of J&J and LTL is to keep pushing and hope it does work in the hope that, like Jones Day's other clients and playbook, they will be able to fold up, having paid a tiny fraction of their liabilities out, while J&J continues to make billions a year in profits.
Many, many attorneys, let alone judges/courts, are of the clear belief that this is exactly what J&J is attempting to do.
That they have not been successful thus far is not in any way deserving of credit towards J&J.
It’s only illegal if they don’t get away with it. Most get away with it in corporate America. If bad actors are going to push the bounds of the legal framework, good actors should as well when the rules don’t matter. Rule of “Fuck you make me.” To improve odds of success, one could operate from a position of being judgement proof, organizing corporate and legal entities accordingly from a charging perspective. Laws are not objective, it’s all interpretative dance. Know how to dance for the performance you choose to participate in.
The proper way to do it would be to let Greenpeace USA go insolvent and then immediately form GreenPeace America as a new entity unhindered by the liabilities of the old one.
This tactic has been used by our current President.
Elected - you have the problem of two chambers claiming legitimacy and potential deadlock, and also the problem of potentially having the same short term view as the other elected chamber.
Appointed - who gets to appoint, on what criteria, who are they beholden to ( ideally unsackable once appointed - I want them to feel free to say what they really think ).
Inherited - Very unlikely to represent the population. No quality filter. Potentially a culture of service built up - and free to say what they think.
Random. - More likely to represent the population. No quality filter.
You can obviously have a mix of all or any of the above.
In my view, the ideal second chamber would be full of people of experience, who are beholden to nobody (unsackable), that represented a broad range of views, with a culture of service.
I'm against a fully elected second house - as that's not really adding anything different to the first house. Appointed has worked quite well in the past, but it has become more and more abused recently as the elected politicians have two much control.
It's tricky - perhaps some sort of mix.
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