A lot of posters seem to think there's no basis for the email -- some even said it was frivolous -- but there is a very good legal basis for it: it's called trademark dilution (see subsection (c) of the linked section 1125)). It's one of the more questionable additions to trademark law, but it's not new (though relatively young). Essentially, an owner of a famous trademark can sue people who make commercial use of the mark for tarnishing the mark (like sullying the "good name") or impairing the connection between the owner's product and the mark it represents (called "blurring").
Here, the argument would be that Zelda, etc. are famous marks, that suicidegirls's use of the mark is a commercial use, and that associating a site like suicidegirls with the marks dilutes the marks (n.b. Nintendo is particularly strongly associated with children's games, more than Playstation or Xbox).
Certainly there are arguments to be made on the other side (e.g., not a famous mark, not a commercial use, there's no actual dilution, etc.), but there's no doubt there's a good legal basis for the cease & desist.
However, your argument that 364 self-selected economists is more representative than a survey of 56 (sort-of) randomly selected ones is just idiotic.
Um, I never said the letter was more representative than the survey. I said that you can't say that the survey was as representative as the letter (given the small, probably biased sample). Whether the letter is actually statistically representative of economists is a different question. My only point is that whatever the survey and the letter are worth in terms of their persuasiveness as a statistical matter, I don't think that one can use the results of the poll to automatically dismiss the letter.
I remember that Economist article and poll. You have to remember that the article itself says that it was an informal poll and that there was probably some bias. More importantly, though, the letter was signed by 368 economists; in contrast, the Economist poll was completed by only 56 economics professors, some of which did not even answer every question.
You can't seriously say that the Economist poll is as representative of economists' views of Bush's/Kerry's economic plans as the letter. The Economist wouldn't even say that.
To make a bizarre metaphor, if I hand a screaming monkey a rubber stamp with my name on it, I am not bound by any contracts the screaming rubber-stamp-wielding monkey accidentally stamps.
This is wrong. Under contract law we look at whether there is mutual assent objectively; that is, would a reasonable person believe there is mutual assent to the contract? If the other party receives the rubber-stamped contract and reasonably thinks that the monkey-owner agreed to the contract, then the monkey-owner is bound by the contract (assuming all other elements are satisfied). It's not fair to the other party to bear the risk that assent was not given when a reasonable person would have thought the deal was done.
Your "agree to disagree" program for click-wrap licenses isn't really different (in some ways, it's worse, because by using it it seems like you're really trying to get the benefit but avoid the obligations).
We use home-grown apps for time/billing at my comparably-sized firm, but for doc management we use iManage by Interwoven. I think Linux is supported on the back end, and it has a web-service-type product that I think can be used instead of their Windows client.
The endowment for the Bill Gates's philanthropic foundation is currently more than $20 billion. As of 2003, he had already donated more than $5 billion, mostly to global health organizations and education causes. He has been saying for years that he plans to give eventually 95% of his wealth away. While $5 billion (so far) in 2004 dollars is still less than Carnegie's lifetime philanthropy (about 1/2, after giving effect to inflation), I wouldn't call it a "far cry", as if $5 billion is pocket change and Gates doesn't still have many more years to donate his money.
I haven't read the book, but that sounds wrong. The MSFT/AOL deal you refer to was in place for several years before AOL purchased Netscape. Even if this were not the case, you don't pay $4 billion ($10 billion, by the time the deal closed) for a company in order to get a deal with another company that will place an icon representing your service in their product so that there is a possibility that a user of their product will decide to click on your icon and then decide to subscribe to your service. Especially when that other company already has its own service (MSN) that directly competes with yours and has its own icon featured just as prominently.
Re:I think Marx would shit a brick if he could see
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What The Bubble Got Right
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· Score: 2, Insightful
SO many Slashdotters seem to think that everyone is making 80K a year. The facts show that is not the case at all.
You can see that the bottom 40 percent take home 29K, and that was at the HEIGHT of the longest boom in a long while. It has gone downhill since then for most people. No class warfare, huh? Well, there should be....
You're being misleading if you don't include all the information. You're talking about after-tax income, but we need to know gross income and the tax rates as well to make any sort of judgment. If you gave us the same chart, but the tax rates were from the early 1900s, that would be a completely different thing than tax rates from another era; i.e, I don't think it would be all that bad if the 80th-100th percentile took home 141K if their tax rate was 90% and everyone else wasn't taxed at all. In any case, the bottom 40% probably doesn't have a very high effective tax rate, compared to the top 40%.
Also, this chart doesn't specify what kind of income it lists. If the top quintile takes home 141K mostly from capital gains income, well, that's a different story than a 300K salary.
Finally, averages are funny things -- I never trust averages without other information (like the median). It's nice to see that the 80th-100th percentile is 141K, but if the 99th-100th percentile is 1 billion dollars (e.g., Larry Ellison's $900 million stock sale in Jan 2001), while the 80th-81st percentile is $70K, the average is a little skewed.
Sorry to be so provincial here, but being a California native I have a bone to pick about the characterization of California. Sure, we are all totally super nice out here and polite and all of that (um - yeah right) - but keep in mind, most of the people from here ARE transplants.
I'm a native of the Bay Area and have lived here all my life - I can count the number of people on maybe one hand who I know can say the same. So the attitude has little to do California or Silicon Valley.
While I found that most New Yorkers did have a rough crusty exterior, once you get passed that they are as warm as anyone from CA. Not only that - but friendships (like startup ventures), have a tendency to be somewhat transitory in California. I found the opposite on the other coast.
Interesting. I don't see how you can conclude that the attitude has little to do with CA or SV. I grew up in the northeast; spent the first 25 years of my life there. When I finally arrived here in the bay area, it took me a while to get used to doing things like smiling at strangers and saying "hi" to them, or at least being polite to them, but eventually I started doing that. When I go back home to the northeast, it's actually jarring to get the rude attitude and the lack of smiles/pleasant acknowledgement of my presence. The difference is pretty consistent and discrete. Why can't it be attributed it to regional cultural differences? You don't have to grow up here to learn to behave pleasantly towards other people; even a transplant will naturally conform his behavior to everyone else's. That said, let me note that though the difference is jarring, I'm actually not bothered by it -- in other words, I don't think the bay area is "superior" (as Graham puts it) just because of people's attitudes.
I think you're misinterpreting what he's saying. He's not saying that east coast people are not nice people; he's saying that they're not as warm to strangers. Everyone, west or east coast, is warm to friends.
I'm surprised at your observation of the somewhat transitory natures of friendships here. I've not been here long enough to notice that, so it's interesting. To what would you attribute that?
This is why I said "a corporation that has shareholders..."
For instance a subchapter S corp in beholdent only to the owners which ARE the company.
Subchapter S is a tax election -- it has nothing to do with the structure of the corporation, and hence has nothing to do with the fiduciary duties of the management to the shareholders of the corporation.
There are other forms of incorperation which do not involve giving out shares of the company, for instance a closely held private firms assets might be wholy owned by a single individual, in that case the proprieter may do as he wishes with the company and its assets as he or she is beholdent only to themselves.
No form of incorporation does not involve the giving out of shares as a fundamental feature. Certainly there are other business entities that don't feature the selling of shares; but remember that those entities still involve fiduciary duties, though the application of them may differ from those of the corporation.
In any case, a corporation doesn't have to issue shares, of course, and doesn't have to issue shares to more than one person. Your point about the closely-held corporation is only valid if there's ONE shareholder, and it still doesn't affect my point that the management has fiduciary duties toward the shareholders. In a solely-held corporation, the management STILL is on the hook -- but obviously no one will be suing anyone.
Incorperation was at its inception nothing more than an incubator of business ment to shield proprieters from personal responsibility for the actions of the business. The fudiciary responsibility of publicly traded companies came MUCH later.
Sorry, but you have no idea what you're talking about. I'm not going to bother explaining the rise of the corporation and other limited liability business entities, but the upshot is this: incorporation is about (1) about making doing business more efficient, and (2) about raising more capital for a business than the business could do so otherwise. Limited liability is something that a *shareholder* has, first of all, and limited liability of shareholders as a feature of corporations came later than the concept of fiduciary duties of the management.
Also, the unique responsibilities of management of public corporations came later -- you're right -- but those come from regulation of the sales of securities (which private companies STILL have to follow most of), and are not the same as the overall fiduciary duties from corporate law that the management of both public companies and private companies share alike.
A publicly held company has an obligation to its shareholders. But that doesn't really matter unless a majority share is held by the public and not by individuals
Not to beat a dead horse, but WHY OH WHY do people believe this? A corporation is a corporation is a corporation, whether it's public or private. A corporation that has shareholders ALWAYS has a duty to its shareholders (or rather, the management has certain fiduciary duties towards the shareholders). It does not matter whether a corporation is public or private when it comes to this basic duty. Public companies are more susceptible to getting SUED by shareholders, in part because they have to disclose so much information, but that doesn't change the nature of the obligations toward shareholders.
This doesn't sound like it's about non-compete clauses or contracts. (Admittedly, I've only read the linked-to MacCentral article and haven't done any other digging for details, so it very well could be.) I would guess Seagate is trying to protect its trade secrets wrt read/write technology related to their Recording Head Operation.
The Seagate spokesperson used the magic words "inevitably disclose", which probably refers to "inevitable disclosure" doctrine in trade secret law. This is a very fact-based doctrine, but it comes up when the employee has deep knowledge of the business/technology of the old employer, and the nature of the new job would lead "inevitably" to disclosure (verbal or otherwise) of that knowledge. Many states follow this doctrine (though I don't know if Minnesota does), and most of these would allow suing for injunctions to prevent "inevitable disclosure" of their trade secrets, which is what Seagate is probably doing. This is why it doesn't really matter if there was a non-compete or not.
My guess is they assumed they were exempt so didn't register them (where were their lawyers?)
I had to laugh when I read this. It would be spectacular if all our clients were good about telling us when they grant options or stock from their stock plans. Unfortunately, it's always right before or during a deal when a client says, "oh, we only have 1 million shares left in the option pool? Forgot about that. By the way -- we granted a 100,000 share option each to our 10 new hires, 5,000 shares to the CEO's mom, who lives in [a state they never told us grantees lived in], and 100 shares to Rudy the repairman 10 months ago. Is that going to be a problem?"
I guess this article just shows that no one reads these SEC filings -- the rescission offer was disclosed in the very first S-1 filed at the end of April. (direct link to the original rescission offer disclosure) And it's not like it was buried. It has its own entry in the table of contents.
I think that most financial people who are thinking of buying shares have probably seen this, if they've been following the filings. Remember that there have already been 3 amendments to the registration statement, plus the S-1 to the rescission offer, totaling 5 different documents that disclose it. Also, the financial statements disclose it, so add the Form 10 that Google has filed and the 3 amendments to it, for a grand total of 9 different filings over the past 3 months that all mention it.
These people probably don't think it's a big deal, because of the relatively small liability (see Section 12 of the Securities Act of 1933), and probably no one will exercise the rescission right anyway (they'd be crazy to do that before the IPO). More importantly, this kind of stuff happens more often than you might think; some companies will just take the risk of this liability and not do a rescission.
Also, don't confuse section 12 liability (which is essentially about selling shares in unregistered/non-exempt transactions) with rule 10b-5 liability, which is what you hear about all the time (all those class actions are usually rule 10b-5 actions). 10b-5 is about fraud.
Next I suppose we cannot backup commercial software?
Well, there's an explicit exception in the copyright law for doing this. There's no corresponding explicit exception for movies. For making backups of DVDs, you'd have to depend on fair use or squeezing the DVDs under the definition of "computer programs" per section 117.
There are a number of misconceptions about law and contracts with minors in your post and in the threads below.
Contracts with minors are certainly not null and void; generally, they are both voidable and enforceable by the minor. This is why you don't want to enter into contracts with minors -- not because it's impossible to enter into a contract with them, but because the minor has all the power with respect to enforcing the contract.
That said, the College Board doesn't really have to worry about whether the agreement that the minor signs before taking the test is voidable or enforceable by the minor. It only needs to worry that if the minor wants to enforce the contract, by the contract's terms the College Board can perform or "revoke" (as it were) its performance.
The College Board does this by 1) having control of the one thing the minor wants -- the score; and 2) reserving the right to cancel it at any time under certain conditions. So if the minor wants to avoid the contract, the minor can -- but either has to deal with the College Board not sending the minor's score, or, if the minor wants to avoid the contract after the College Board sends the score (in this case, if the minor wants to blab about the questions after he gets the score), has to deal with the College Board cancelling the score if it finds out that the minor was blabbing. Note that the minor can't FORCE the College Board to send scores, because that would require ENFORCING the contract -- ALL of the contract, including the conditions the College Board places on providing the score. So the College Board has done what it can to maintain the balance of power.
College Board to prosecute them for any offense at all -- haven't you heard of the fucking First Amendment?
Um, the College Board is a private organization. It can't "prosecute" anyone. It also is not bound by the First Amendment. How would NDAs be enforceable otherwise?
Copyright can't stop them, since it is a fact that the answer to question #115 is letter D, and you cannot copyright a fact.
That's an interesting point. I certainly don't see that argument as a slam-dunk, though.
Basically the only recourse they have again people discussing the test is arbitrarily making their score zero. This is stupid, it denies reality, and is generally evil.
Why would it be evil to stop doing something for someone who promised to do something for you, but then decides they don't feel like doing it, AND has the gall to expect you to continue doing what you're doing??
The stock class they are selling to the public will not have voting rights. The founders will keep those so that they keep control.
This is not true; there's a 10:1 ratio (10 votes per share of class B stock and 1 vote per share of class A stock, which is the class being offered). What's true is that the B holders will retain control.
They explicitly state that they don't plan to ever pay any dividends.
This policy is typical of public technology companies. It's also typical disclosure in their filings.
So what exactly do you get for buying their stock again
The parent poster did *not* say that doctors and lawyers have cushy jobs, he said that the general public perceives their jobs to be cushy when in fact it is not.
WTF, are English and logic dead now? This is fucking stupid, but whatever: the poster said "Even the cushy-seeming jobs...have their own trials and tribulations." An analogous statement to this would be "Bush seems like a moron, but he's actually not." Does that not imply that the commenter ALSO thinks Bush SEEMS like a moron, even though the commenter KNOWS Bush is NOT? Likewise, doesn't the original statement imply that the commenter ALSO thinks the jobs SEEM cushy, though he KNOWS they're NOT? What I wanted to know was why he (in agreement, apparently, with the general perception) thought the jobs SEEMED cushy, because the FACT (which he and I BOTH KNOW) is that the jobs are NOT cushy. Understand? In other words, *why do people (including him) have this perception that doctors and lawyers have cushy jobs?*
No, you misunderstand -- I mean, what is your definition of cushy? Doctors and lawyers, to me, don't have cushy jobs, and I have never, ever thought that they had cushy jobs. Supermodels, the children of CEOs that have jobs at their parent's company, pro athletes, royalty: they have cushy jobs. They get paid ridiculous amounts of money to look good, share the last name of the CEO, play a game, or wear a crown. They can do whatever they want whenever they want; they have many people at their beck and call; there's not much real pressure on them (well, perhaps supermodels and athletes do). THOSE are cushy jobs, to me -- jobs in which you don't actively do a whole lot to get them (i.e., you're born with the right name or the right genetics), you don't do a whole lot to keep them, and you get disproportionate benefits from them compared to what you put in.
I asked whether you knew any doctors or lawyers because I wanted to find out how your experience makes you think their jobs could fit under "cushy", because they're certainly not so.
The buyback was an attempt to stop the stock price from infringing the terms of the Baystar deal - it had to be pushed over a $10.49 limit to stop penalties being triggered.
It may have been the case that it was an attempt to manipulate the stock price (btw, this is not always bad or wrong), but the clause you're probably referring to gives *SCO* the right to redeem Baystar's stock, which is certainly not a penalty.
One of several reasons people would exercise before an IPO is for tax reasons. The value of a company's stock before an IPO is usually much less than after an IPO. If that's the case, then the tax to be paid on exercise would be less.
I'm not sure what your point is. Why is that clause "key"? SCO has the right to redeem Baystar's stock when the trigger occurs. They don't have to exercise this right. Baystar's rights to redeem are elsewhere in the agreement, and none are keyed to SCO's closing price.
Fair enough, someone mentioned that elsewhere. Frankly, though, I've only known one person who clerked for Scalia -- and he was pretty conservative.
The original, overall point I was trying to make was that being "conservative" or "liberal" has nothing to do with one's thoughts on the state of intellectual property laws today. That point I'll stand by.;)
Hm, where does he claim that? I can't find anything that says he's a liberal, but I may be missing it.
If I was an aspiring legal type, I'd probably clerk for just about any appellate level judge that would take me. The experience would be too good to pass up.
I don't know many former clerks that weren't at least sympathetic to the views of their judges. A reason may be that judges don't often pick clerks that appear to have beliefs contrary to their own. Also, though clerkships are competitive and prospective clerks usually apply to many, many clerkships, I don't think that many people would apply to be clerks with Posner or Scalia if they weren't already sympathetic to their views: Posner and Scalia are polarizing jurists that are especially capable of provoking extreme reactions from liberals. I just don't know many liberal legal-types that would want to be their clerks, period. Remember that clerks have to work closely with their judges: clerks do much of the research, help hash out the arguments and reasoning and edit (or even draft, though probably not for Scalia or Posner, who probably do their own first drafts) opinions. The clincher (or deal breaker, as the case may be) is that these opinions effect real results and affect real people. They are not academic exercises. That's enough for a liberal not to clerk for those two.
Slashdot Mirror
A lot of posters seem to think there's no basis for the email -- some even said it was frivolous -- but there is a very good legal basis for it: it's called trademark dilution (see subsection (c) of the linked section 1125)). It's one of the more questionable additions to trademark law, but it's not new (though relatively young). Essentially, an owner of a famous trademark can sue people who make commercial use of the mark for tarnishing the mark (like sullying the "good name") or impairing the connection between the owner's product and the mark it represents (called "blurring").
Here, the argument would be that Zelda, etc. are famous marks, that suicidegirls's use of the mark is a commercial use, and that associating a site like suicidegirls with the marks dilutes the marks (n.b. Nintendo is particularly strongly associated with children's games, more than Playstation or Xbox).
Certainly there are arguments to be made on the other side (e.g., not a famous mark, not a commercial use, there's no actual dilution, etc.), but there's no doubt there's a good legal basis for the cease & desist.
However, your argument that 364 self-selected economists is more representative than a survey of 56 (sort-of) randomly selected ones is just idiotic.
Um, I never said the letter was more representative than the survey. I said that you can't say that the survey was as representative as the letter (given the small, probably biased sample). Whether the letter is actually statistically representative of economists is a different question. My only point is that whatever the survey and the letter are worth in terms of their persuasiveness as a statistical matter, I don't think that one can use the results of the poll to automatically dismiss the letter.
I remember that Economist article and poll. You have to remember that the article itself says that it was an informal poll and that there was probably some bias. More importantly, though, the letter was signed by 368 economists; in contrast, the Economist poll was completed by only 56 economics professors, some of which did not even answer every question.
You can't seriously say that the Economist poll is as representative of economists' views of Bush's/Kerry's economic plans as the letter. The Economist wouldn't even say that.
To make a bizarre metaphor, if I hand a screaming monkey a rubber stamp with my name on it, I am not bound by any contracts the screaming rubber-stamp-wielding monkey accidentally stamps.
This is wrong. Under contract law we look at whether there is mutual assent objectively; that is, would a reasonable person believe there is mutual assent to the contract? If the other party receives the rubber-stamped contract and reasonably thinks that the monkey-owner agreed to the contract, then the monkey-owner is bound by the contract (assuming all other elements are satisfied). It's not fair to the other party to bear the risk that assent was not given when a reasonable person would have thought the deal was done.
Your "agree to disagree" program for click-wrap licenses isn't really different (in some ways, it's worse, because by using it it seems like you're really trying to get the benefit but avoid the obligations).
We use home-grown apps for time/billing at my comparably-sized firm, but for doc management we use iManage by Interwoven. I think Linux is supported on the back end, and it has a web-service-type product that I think can be used instead of their Windows client.
The endowment for the Bill Gates's philanthropic foundation is currently more than $20 billion. As of 2003, he had already donated more than $5 billion, mostly to global health organizations and education causes. He has been saying for years that he plans to give eventually 95% of his wealth away. While $5 billion (so far) in 2004 dollars is still less than Carnegie's lifetime philanthropy (about 1/2, after giving effect to inflation), I wouldn't call it a "far cry", as if $5 billion is pocket change and Gates doesn't still have many more years to donate his money.
I haven't read the book, but that sounds wrong. The MSFT/AOL deal you refer to was in place for several years before AOL purchased Netscape. Even if this were not the case, you don't pay $4 billion ($10 billion, by the time the deal closed) for a company in order to get a deal with another company that will place an icon representing your service in their product so that there is a possibility that a user of their product will decide to click on your icon and then decide to subscribe to your service. Especially when that other company already has its own service (MSN) that directly competes with yours and has its own icon featured just as prominently.
SO many Slashdotters seem to think that everyone is making 80K a year. The facts show that is not the case at all.
year 2000 Average After-Tax Income by Quintile:
80th-100th percentile:$141,400
60-79th percentile: $59,200
40-59th percentile: $41,900
20-39th percentile: $29,000
0-19th percentile $13,700
You can see that the bottom 40 percent take home 29K, and that was at the HEIGHT of the longest boom in a long while. It has gone downhill since then for most people. No class warfare, huh? Well, there should be....
You're being misleading if you don't include all the information. You're talking about after-tax income, but we need to know gross income and the tax rates as well to make any sort of judgment. If you gave us the same chart, but the tax rates were from the early 1900s, that would be a completely different thing than tax rates from another era; i.e, I don't think it would be all that bad if the 80th-100th percentile took home 141K if their tax rate was 90% and everyone else wasn't taxed at all. In any case, the bottom 40% probably doesn't have a very high effective tax rate, compared to the top 40%.
Also, this chart doesn't specify what kind of income it lists. If the top quintile takes home 141K mostly from capital gains income, well, that's a different story than a 300K salary.
Finally, averages are funny things -- I never trust averages without other information (like the median). It's nice to see that the 80th-100th percentile is 141K, but if the 99th-100th percentile is 1 billion dollars (e.g., Larry Ellison's $900 million stock sale in Jan 2001), while the 80th-81st percentile is $70K, the average is a little skewed.
Sorry to be so provincial here, but being a California native I have a bone to pick about the characterization of California. Sure, we are all totally super nice out here and polite and all of that (um - yeah right) - but keep in mind, most of the people from here ARE transplants.
I'm a native of the Bay Area and have lived here all my life - I can count the number of people on maybe one hand who I know can say the same. So the attitude has little to do California or Silicon Valley.
While I found that most New Yorkers did have a rough crusty exterior, once you get passed that they are as warm as anyone from CA. Not only that - but friendships (like startup ventures), have a tendency to be somewhat transitory in California. I found the opposite on the other coast.
Interesting. I don't see how you can conclude that the attitude has little to do with CA or SV. I grew up in the northeast; spent the first 25 years of my life there. When I finally arrived here in the bay area, it took me a while to get used to doing things like smiling at strangers and saying "hi" to them, or at least being polite to them, but eventually I started doing that. When I go back home to the northeast, it's actually jarring to get the rude attitude and the lack of smiles/pleasant acknowledgement of my presence. The difference is pretty consistent and discrete. Why can't it be attributed it to regional cultural differences? You don't have to grow up here to learn to behave pleasantly towards other people; even a transplant will naturally conform his behavior to everyone else's. That said, let me note that though the difference is jarring, I'm actually not bothered by it -- in other words, I don't think the bay area is "superior" (as Graham puts it) just because of people's attitudes.
I think you're misinterpreting what he's saying. He's not saying that east coast people are not nice people; he's saying that they're not as warm to strangers. Everyone, west or east coast, is warm to friends.
I'm surprised at your observation of the somewhat transitory natures of friendships here. I've not been here long enough to notice that, so it's interesting. To what would you attribute that?
Not all incorperated entities have shareholders.
This is why I said "a corporation that has shareholders..."
For instance a subchapter S corp in beholdent only to the owners which ARE the company.
Subchapter S is a tax election -- it has nothing to do with the structure of the corporation, and hence has nothing to do with the fiduciary duties of the management to the shareholders of the corporation.
There are other forms of incorperation which do not involve giving out shares of the company, for instance a closely held private firms assets might be wholy owned by a single individual, in that case the proprieter may do as he wishes with the company and its assets as he or she is beholdent only to themselves.
No form of incorporation does not involve the giving out of shares as a fundamental feature. Certainly there are other business entities that don't feature the selling of shares; but remember that those entities still involve fiduciary duties, though the application of them may differ from those of the corporation.
In any case, a corporation doesn't have to issue shares, of course, and doesn't have to issue shares to more than one person. Your point about the closely-held corporation is only valid if there's ONE shareholder, and it still doesn't affect my point that the management has fiduciary duties toward the shareholders. In a solely-held corporation, the management STILL is on the hook -- but obviously no one will be suing anyone.
Incorperation was at its inception nothing more than an incubator of business ment to shield proprieters from personal responsibility for the actions of the business. The fudiciary responsibility of publicly traded companies came MUCH later.
Sorry, but you have no idea what you're talking about. I'm not going to bother explaining the rise of the corporation and other limited liability business entities, but the upshot is this: incorporation is about (1) about making doing business more efficient, and (2) about raising more capital for a business than the business could do so otherwise. Limited liability is something that a *shareholder* has, first of all, and limited liability of shareholders as a feature of corporations came later than the concept of fiduciary duties of the management.
Also, the unique responsibilities of management of public corporations came later -- you're right -- but those come from regulation of the sales of securities (which private companies STILL have to follow most of), and are not the same as the overall fiduciary duties from corporate law that the management of both public companies and private companies share alike.
A publicly held company has an obligation to its shareholders. But that doesn't really matter unless a majority share is held by the public and not by individuals
Not to beat a dead horse, but WHY OH WHY do people believe this? A corporation is a corporation is a corporation, whether it's public or private. A corporation that has shareholders ALWAYS has a duty to its shareholders (or rather, the management has certain fiduciary duties towards the shareholders). It does not matter whether a corporation is public or private when it comes to this basic duty. Public companies are more susceptible to getting SUED by shareholders, in part because they have to disclose so much information, but that doesn't change the nature of the obligations toward shareholders.
This doesn't sound like it's about non-compete clauses or contracts. (Admittedly, I've only read the linked-to MacCentral article and haven't done any other digging for details, so it very well could be.) I would guess Seagate is trying to protect its trade secrets wrt read/write technology related to their Recording Head Operation.
The Seagate spokesperson used the magic words "inevitably disclose", which probably refers to "inevitable disclosure" doctrine in trade secret law. This is a very fact-based doctrine, but it comes up when the employee has deep knowledge of the business/technology of the old employer, and the nature of the new job would lead "inevitably" to disclosure (verbal or otherwise) of that knowledge. Many states follow this doctrine (though I don't know if Minnesota does), and most of these would allow suing for injunctions to prevent "inevitable disclosure" of their trade secrets, which is what Seagate is probably doing. This is why it doesn't really matter if there was a non-compete or not.
My guess is they assumed they were exempt so didn't register them (where were their lawyers?)
I had to laugh when I read this. It would be spectacular if all our clients were good about telling us when they grant options or stock from their stock plans. Unfortunately, it's always right before or during a deal when a client says, "oh, we only have 1 million shares left in the option pool? Forgot about that. By the way -- we granted a 100,000 share option each to our 10 new hires, 5,000 shares to the CEO's mom, who lives in [a state they never told us grantees lived in], and 100 shares to Rudy the repairman 10 months ago. Is that going to be a problem?"
I guess this article just shows that no one reads these SEC filings -- the rescission offer was disclosed in the very first S-1 filed at the end of April. (direct link to the original rescission offer disclosure) And it's not like it was buried. It has its own entry in the table of contents.
I think that most financial people who are thinking of buying shares have probably seen this, if they've been following the filings. Remember that there have already been 3 amendments to the registration statement, plus the S-1 to the rescission offer, totaling 5 different documents that disclose it. Also, the financial statements disclose it, so add the Form 10 that Google has filed and the 3 amendments to it, for a grand total of 9 different filings over the past 3 months that all mention it.
These people probably don't think it's a big deal, because of the relatively small liability (see Section 12 of the Securities Act of 1933), and probably no one will exercise the rescission right anyway (they'd be crazy to do that before the IPO). More importantly, this kind of stuff happens more often than you might think; some companies will just take the risk of this liability and not do a rescission.
Also, don't confuse section 12 liability (which is essentially about selling shares in unregistered/non-exempt transactions) with rule 10b-5 liability, which is what you hear about all the time (all those class actions are usually rule 10b-5 actions). 10b-5 is about fraud.
Next I suppose we cannot backup commercial software?
Well, there's an explicit exception in the copyright law for doing this. There's no corresponding explicit exception for movies. For making backups of DVDs, you'd have to depend on fair use or squeezing the DVDs under the definition of "computer programs" per section 117.
There are a number of misconceptions about law and contracts with minors in your post and in the threads below.
Contracts with minors are certainly not null and void; generally, they are both voidable and enforceable by the minor. This is why you don't want to enter into contracts with minors -- not because it's impossible to enter into a contract with them, but because the minor has all the power with respect to enforcing the contract.
That said, the College Board doesn't really have to worry about whether the agreement that the minor signs before taking the test is voidable or enforceable by the minor. It only needs to worry that if the minor wants to enforce the contract, by the contract's terms the College Board can perform or "revoke" (as it were) its performance.
The College Board does this by 1) having control of the one thing the minor wants -- the score; and 2) reserving the right to cancel it at any time under certain conditions. So if the minor wants to avoid the contract, the minor can -- but either has to deal with the College Board not sending the minor's score, or, if the minor wants to avoid the contract after the College Board sends the score (in this case, if the minor wants to blab about the questions after he gets the score), has to deal with the College Board cancelling the score if it finds out that the minor was blabbing. Note that the minor can't FORCE the College Board to send scores, because that would require ENFORCING the contract -- ALL of the contract, including the conditions the College Board places on providing the score. So the College Board has done what it can to maintain the balance of power.
College Board to prosecute them for any offense at all -- haven't you heard of the fucking First Amendment?
Um, the College Board is a private organization. It can't "prosecute" anyone. It also is not bound by the First Amendment. How would NDAs be enforceable otherwise?
Copyright can't stop them, since it is a fact that the answer to question #115 is letter D, and you cannot copyright a fact.
That's an interesting point. I certainly don't see that argument as a slam-dunk, though.
Basically the only recourse they have again people discussing the test is arbitrarily making their score zero. This is stupid, it denies reality, and is generally evil.
Why would it be evil to stop doing something for someone who promised to do something for you, but then decides they don't feel like doing it, AND has the gall to expect you to continue doing what you're doing??
The stock class they are selling to the public will not have voting rights. The founders will keep those so that they keep control.
This is not true; there's a 10:1 ratio (10 votes per share of class B stock and 1 vote per share of class A stock, which is the class being offered). What's true is that the B holders will retain control.
They explicitly state that they don't plan to ever pay any dividends.
This policy is typical of public technology companies. It's also typical disclosure in their filings.
So what exactly do you get for buying their stock again
Depends on what you're looking for...
You need to learn to read.
The parent poster did *not* say that doctors and lawyers have cushy jobs, he said that the general public perceives their jobs to be cushy when in fact it is not.
WTF, are English and logic dead now? This is fucking stupid, but whatever: the poster said "Even the cushy-seeming jobs...have their own trials and tribulations." An analogous statement to this would be "Bush seems like a moron, but he's actually not." Does that not imply that the commenter ALSO thinks Bush SEEMS like a moron, even though the commenter KNOWS Bush is NOT? Likewise, doesn't the original statement imply that the commenter ALSO thinks the jobs SEEM cushy, though he KNOWS they're NOT? What I wanted to know was why he (in agreement, apparently, with the general perception) thought the jobs SEEMED cushy, because the FACT (which he and I BOTH KNOW) is that the jobs are NOT cushy. Understand? In other words, *why do people (including him) have this perception that doctors and lawyers have cushy jobs?*
No, you misunderstand -- I mean, what is your definition of cushy? Doctors and lawyers, to me, don't have cushy jobs, and I have never, ever thought that they had cushy jobs. Supermodels, the children of CEOs that have jobs at their parent's company, pro athletes, royalty: they have cushy jobs. They get paid ridiculous amounts of money to look good, share the last name of the CEO, play a game, or wear a crown. They can do whatever they want whenever they want; they have many people at their beck and call; there's not much real pressure on them (well, perhaps supermodels and athletes do). THOSE are cushy jobs, to me -- jobs in which you don't actively do a whole lot to get them (i.e., you're born with the right name or the right genetics), you don't do a whole lot to keep them, and you get disproportionate benefits from them compared to what you put in.
I asked whether you knew any doctors or lawyers because I wanted to find out how your experience makes you think their jobs could fit under "cushy", because they're certainly not so.
Even the cushy-seeming jobs (doctor, lawyer, stockbroker)
What do you mean by "cushy"? Do you even know any doctors or lawyers? (I don't know any stockbrokers.)
The buyback was an attempt to stop the stock price from infringing the terms of the Baystar deal - it had to be pushed over a $10.49 limit to stop penalties being triggered.
It may have been the case that it was an attempt to manipulate the stock price (btw, this is not always bad or wrong), but the clause you're probably referring to gives *SCO* the right to redeem Baystar's stock, which is certainly not a penalty.
One of several reasons people would exercise before an IPO is for tax reasons. The value of a company's stock before an IPO is usually much less than after an IPO. If that's the case, then the tax to be paid on exercise would be less.
I'm not sure what your point is. Why is that clause "key"? SCO has the right to redeem Baystar's stock when the trigger occurs. They don't have to exercise this right. Baystar's rights to redeem are elsewhere in the agreement, and none are keyed to SCO's closing price.
Fair enough, someone mentioned that elsewhere. Frankly, though, I've only known one person who clerked for Scalia -- and he was pretty conservative.
;)
The original, overall point I was trying to make was that being "conservative" or "liberal" has nothing to do with one's thoughts on the state of intellectual property laws today. That point I'll stand by.
Okay, this is probably way OT, but...
Well, he claims to be liberal in Free Culture.
Hm, where does he claim that? I can't find anything that says he's a liberal, but I may be missing it.
If I was an aspiring legal type, I'd probably clerk for just about any appellate level judge that would take me. The experience would be too good to pass up.
I don't know many former clerks that weren't at least sympathetic to the views of their judges. A reason may be that judges don't often pick clerks that appear to have beliefs contrary to their own. Also, though clerkships are competitive and prospective clerks usually apply to many, many clerkships, I don't think that many people would apply to be clerks with Posner or Scalia if they weren't already sympathetic to their views: Posner and Scalia are polarizing jurists that are especially capable of provoking extreme reactions from liberals. I just don't know many liberal legal-types that would want to be their clerks, period. Remember that clerks have to work closely with their judges: clerks do much of the research, help hash out the arguments and reasoning and edit (or even draft, though probably not for Scalia or Posner, who probably do their own first drafts) opinions. The clincher (or deal breaker, as the case may be) is that these opinions effect real results and affect real people. They are not academic exercises. That's enough for a liberal not to clerk for those two.