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debtor's business needs. The Seventh Circuit's Wabash opinion also referred to a "business reasons" justification for separate classification but was in reality based on the creditor's interests rather than the debtor's, so it is also discussed in the next section.
In U.S. Truck, the Sixth Circuit allowed separate classification of the Teamsters' Union claims because the union had a "different stake [than other creditors] in the future viability of the reorganized company" and because its vote might be affected by a "noncreditor" interest in the ongoing employment relationship. On this analysis of the creditors' relative interests, it might not be improper to provide separate classification of the secured creditor's deficiency claim on the ground that the vote of such claim will be uniquely affected by the treatment of the secured claim and by the fact that the deficiency claimant has a foreclosure remedy, if confirmation is denied, which general unsecured creditors lack.
There is legislative history to support this analysis. As noted above, the unfair discrimination analysis contemplated separate classes of equal rank as against the debtor but of differing "relative" rights. Moreover, the original House bill contained a provision permitting the court to designate any claim held by a creditor with a conflict of interest, "for example, where he held a claim or interest in more than one class." This provision was deleted from the final bill on the rationale that § 105 would vest sufficient power in the court to designate exclusion of a vote due to conflict of interest.
Indeed, the Code itself expressly imposes unique voting rules for the limited purpose of satisfying § 1129(a)(10), and apparently does so on the basis that the holder of a claim may have conflicting interests. The vote of an insider who holds a claim does not count for the limited purpose of determining acceptance by an impaired class, even though that claim counts equally in the vote whether to invoke the absolute priority rule, and even though Congress rejected the Commission's proposal for automatic subordination of insiders' claims. Since the votes of insiders, who also have other interests at stake beyond their unsecured claims, are not allowed to affect the vote of that class, why is it so inappropriate to achieve
