Perhaps there really is a problem with cell phones communicating with too many towers and the conspiracy theories about airlines banning them to make bucks with the air-phones is just FUD.
It seems the testing simulated normal intentional transmission (i.e., a normal phone call).
It would be interesting to see if BROKEN cell phones can transmit more nasty electrical energy; that is, with all the cell phones having been dropped at least once, I'm sure that some of them have extraneous, perhaps out-of-band transmissions. Even if they appear to be working correctly, I would guess that SOME of them are screwed up.
As a side note, I know that when I get a phone call, I usually know before the phone rings. Buzzing comes out of my computer speakers, and the monitors get a little funky right before the phone starts ringing.
The rules regarding portable electronic devices predate cell phones and the air-phones in aircraft. While I don't disagree that perhaps part of the reason they haven't been approved is because the airlines don't want them approved for use, perhaps part of the problem is that the airlines actually DO want to make things as safe as possible without dramatically over-inconveniencing people. If there is any chance at all that cell phones MIGHT screw up something once out of every 10,000,000 flights, what's wrong with them being that tiny tiny bit safer? Or even having the perception of being slightly safer?
It *is* up to the airlines to decide if a particular device is or is not to be used. What I mean by that is that although rumor has it that cell towers get screwed up if a phone "sees" too many of them, it's under the FAA's and the airline's discretion. Although I could be wrong, I am unaware of any FCC rule that says that cellular telephones are not to be used on planes.
For what it's worth, here is the relivant FAR:
125.204 Portable electronic devices. (a) Except as provided in paragraph (b) of this section, no person may operate, nor may any operator or pilot in command of an aircraft allow the operation of, any portable electronic device on any U.S.-registered civil aircraft operating under this part. (b) Paragraph (a) of this section does not apply to -- (1) Portable voice recorders; (2) Hearing aids; (3) Heart pacemakers; (4) Electric shavers; or (5) Any other portable electronic device that the Part 125 certificate holder has determined will not cause interference with the navigation or communication system of the aircraft on which it is to be used. (c) The determination required by paragraph (b)(5) of this section shall be made by that Part 125 certificate holder operating the particular device to be used.
At any rate, and I know I will be slammed for this one: Why can't people play by the rules, ever? It seems that quite a few people don't turn off their cell phones on aircraft. It seems that these are the same people that get up before the airplane gets to the gate; the same people that don't turn off their cell phones when going to the theater. How much, really, does it harm your personal liberties to play by the rules occasionally, and turn off the damn things when on an airplane? This society seems to always be "me me me me", and this just seems to be a symptom.
So make the guy sitting next to you feel better. Put your seatback in the upright position when they tell you to, turn off the laptop when you should, and leave the cell phone off.
I'm no rocket scientist.... but I would have thought that gravity too would require some sort of propulsion to overcome - that is, the first 20 miles wouldn't be exactly "free".
everyone doing business operated "in good faith" then contracts wouldn't be necessary. The only use of contracts is in court when good faith fails. P.S. You outed yourself as a corporate tool when you used the phrase "frivolous lawsuits."
Blah Blah Blah. I expect that pretty close to everyone here agrees that the SCO suit is BS. I'm hardly a "corporate tool". This is a BS lawsuit and you know it.
I myself am the owner of a small software company; I have contracts with each of my customers... I don't use the contracts to sue them, nor visa-versa, but rather the paperwork is a reminder of what I will do for my customers and what they in turn will do for me.
Contrary to what you might believe, people DO forget what they agreed to, contracts are reminders. Furthermore, in the real world of contracts between companies, contracts (as opposed to hand-shakes) are unavoidable; If I sold my company tomorrow how is the buyer to know what I agreed to with one particular customer? My successor (the buyer) even with the best of intentions and good faith wouldn't know of the obligation unless either: I remembered to tell them or there was a piece of paper (contract) to remind them. It's even further complicated in big companies, the way that one hand knows what the other one is doing is with paperwork.
To say that the only use of contracts is in court when good faith fails is incredibly naive and just shows your lack of real world experience.
With the first penny, you have legal obligations to your customer. There was some kind of contract or at least EULA, wasn't there? Did you write it yourself? Don't tell me the CUSTOMER wrote the contract! In any event, without proper council, you could already be liable for your customer's losses, potentially thousands if not millions of dollars even if they misapply or misuse your software.
It doesn't matter if your application is a game or an egg timer. Your program COULD, despite your ideal QA process, disable (or worse yet compromise or corrupt) the user's computer or certain programs, which could in turn cost them quite a bit of money - and I'm not talking about fixing the computer, there are things like loss of revenue (they installed your game on their web server and they lost a day of sales due to having to reinstall everything). Who knows? And if you are writing any kind of financial application - the liability issues skyrocket.
Do you own the program you wrote? Or does your previous employer? Do your employees think that THEY own it, not you?
There are so many things that can go wrong, legally, that you can't afford to start a business without qualified council helping you along the way.
Well, it can be done (I did it) but I regret it, and it has cost me some real money. No, my software didn't break anyone's computer (yet), and I don't have any of the issues I mentioned, but I am very exposed to certain liability issues from early license agreements, I'm not as protected as I should be, and although I'm not having to pay any money OUT, I'm not making what I would be if I had proper council.
On the accounting side, those pennies start to add up and there is really only one question. Would you rather pay, in advance, $1000 to an accountant, or would you prefer your first 1,000,000 pennies to go directly to the IRS? See my other post about C vs S and getting an accountant day one
All the more reason to have the accountants involved day one.
You are right, it isn't an obvious choice - in fact, that's what got me in trouble. In my case, I should have been an S corp. I thought at the time that being a C corp would be better (for my situation) but as it turns out I was wrong, and it has cost me. I didn't have the advice of an accounting firm at the time.
Converting from C to S is a major pain. You need an appraisal of your business. You need every shareholder to agree to convert. Then, if you sell the company, (and this part is confusing, and I don't want to mislead anyone, I'm not sure I fully understand what this all means) the value of your company up to the appraisal value is considered a C corp and everything above that is considered an S corp, for 10 years.
The important bit, if you convert from C to S, is that you do it BEFORE you are making any serious money.
Again, the thing to do is to involve accountants and keep them informed of everything, every step of the way, and also let them know what YOU want out of this.
For those that don't know, a "C corp" is basically the "default" type of company. An S corp is an election the shareholders of a C corp can make, to have their money handled under different rules. It gives much more latitude in moving money between the company and the shareholders, and profits are taxed at the individual's tax rate as opposed to the corporate tax rate. In a C-corp, you take the corporate profits, pay corporate taxes on them, and then distribute dividends to shareholders. The shareholders THEN pay their share of income taxes (at whatever their individual rate is) on their dividends.
For example, let's say the company signs a deal for a lump sum, $2M (presume a good licensing deal). Let's also assume that the company's expenses do not go up because of the deal, and that they were break-even before this deal. Let's say that there are two partners, each with 50% of the company. In an S-corp, each shareholder would pay taxes on $1M, roughly $400k in federal income taxes. This leaves them, at the end of the day, $600k each. If they were a C-corp, the corporation would pay (roughly) 35% on the $2M, or $700k, leaving them $1.4M. Dividends are issued for $700k per shareholder, which are then taxed at the individual's rate, or roughly $280k in taxes, leaving them $420k each. This isn't including state taxes, which just make things worse; you should be able to see that the choice of C vs S isn't a decision to be undertaken lightly. You can't simply convert "just before the deal", it's a complicated process to convert.
On the other hand, there are hundreds of reasons to be a C-corp and NOT an S-corp; I don't want to give the misimpression that everyone should be an S corp. As you say, there are cases where a C corp is better. Even in the case of acquisitions, a C corp is NOT always better than an S, and visa versa. In my case, TWO accounting firms have told me that if I plan on selling my company that I should be an S corp. The case is not cut-and-dry. Tax law is complicated.
Something else your accountants might tell you if you are going the C-corp route, to help avoid situations like the one above, is to put salary and bonus agreements in place very early. Assuming the company is starting with "sweat equity", it is not unlikely that the shareholders won't make much in the first few years. The agreement might say that you intend to pay yourselves $200k/year. If you don't have the money, you'll only pay what you can, but at a later date you'll make up the difference. If you then pay yourselves $40k/year for three years, and then have a deal like the one above, you can pay yourselves $160k for each of the three years, and have that come out of PRETAX corporate profits rather than post-tax (salaries are expenses, not dividends, so long as they are not excessive and are consistent).
I can't stress this enough: TALK IN DEPTH to your accountant BEFORE penny 1.
I don't know about the zoning rules, but I can't imagine it's a real issue.
BUT, having started my own software company about 7 years ago, which is now doing about $3M/year, employs 17, here's my 2 cents, in the category of "other" advice...
Get a lawyer. Won't cost that much really and the thousand dollars you might spend now will save you tens or hundreds of thousands or more later. You're bound to run into something, some deal, some license issue, something - that you'll regret later if you didn't have an attorney at your side. I HATE LAWYERS - but I now consider them a necessary evil (and the other side always has one).
Hire an accountant from day one. This will save you thousands of dollars, if not a lot more, in the long run. Not having an accounting firm day one has probably cost my business over $1M. (in my case, as with most small companies, I should have been an S corp and double taxation on C corp dividends has cost me, big time)
I didn't have an accountant, I didn't have an attorney, when I started my business... and again, if there is any advice I would give someone starting out, it is that you can't afford NOT to have them by your side.
PVCS - My software company migrated from MS VSS to PVCS, it works much better - but - at least for our relatively large project, it's kind of slow. We've been using it for about a year and it's worked well. Clearcase - Rumored to be "THE version control system", I've heard it is complicated to setup and use, but Rational Clearcase is supposed to be the end all of version control systems. Checking out the link before posting, it seems that Rational software is now owned by IBM? Starteam - I evaluated this product a while ago (18-24 months or so ago). It seems that this company has been purchased by Borland. But at any rate, Starteam seemed to be a very comprehensive version control system. We didn't choose Starteam - as many of our developers had already had PVCS experience and at the time Starteam was the new-kid-on-the-block and we didn't want to fight with a new product. We already had enough headaches with MS VSS, we wanted something we knew for certain would be tried and true. That being said, Starteam did look great.
Last but not least, CVS the open source version control system. I've used it a few times, but never set it up or configured it and can't really comment on reliability, etc. I'll assume it's great - I'm know others have mentioned CVS and I'll leave the people that have used it to give you more information.
But of the overclockers out there, those of you that have built the ultimate gaming machines, etc....
Aren't you using AMD?
I admit, every PC I own has an intel processor.... and I haven't overclocked a PC in, oh, 10 years or so - the last time I "built" my own machine (I got tired of doing it, I just buy them off the shelf now)
I was kind of under the impression that most people who are building their own machines these days, and intend to overclock, use AMD processors anyway.
Is that not the case? It's a genuine question, out of curiosity, how many of you are actually overclocking Intel vs AMD?
If you use MSDE, please be sure to set an "sa" password. And don't forget to install SQL Server patches....
It has been my experience (with thousands of customers using MSDE) that it is generally maintained poorly - when there is no UI, people tend to forget about it. I'd guess that the propagation of the recent SQL Server worms were due, in good part, to MSDE.
Try and think of this application as "lowering the barrier of entry" to participation. If it makes it easier for parents to get involved, more of them will.
Good point - for those parents that are marginal on their participation, that really do need and want to be more involved, this system might help. I do not believe, however, that for those parents that should be more involved in the process, that a web site can be a substitute for face-to-face discussion with teachers (again, talking about the marginal cases).
I was never motivated by abstract concepts like "learning to be a responsible and productive human being." My thought process merely tried to weigh "how much fun will I have?" with "what happens if I get caught?
Although you may not have thought directly about "being responsible", I'm sure your parents were conditioning you... Were you only thinking "what happens if I get caught?" or did you ever feel guilty about doing something? If you felt even a tinge of guilt, that was one way your parents, teachers, and/or society were manipulating you into being responsible. Guilt isn't the only way to build a conscientious person, but it is one of the tools most often employed (albeit sometimes to a detrimental extrememe). Assuming that you are a responsible and productive human being now, where did you learn to be such? I would contend that, most likely, you did learn it from your parents (and teachers, peers, and other role-models). Responsibility may not have motivated you, but you probably did learn it.
In the end, I think the best thing is to give parents as much information as possible, and let them decide what to do with it.
It is hard to argue that point - At least, give me the option, as a parent, to not have my child's information published and/or stored at all on the web site and its database. To society, I have the obligation to point out that "easy answers" (i.e., publishing data on a web site as opposed to (or worse, to deliberately reduce) face-to-face contact with teachers) are often not the best solution, and often do more harm than good.
In the adult world, it is not "micro-management" to review a subordinate's progress much more often than quarterly. In the adult world, it is extremely rare to go more than a week without feedback and interaction regarding progress-toward-goals.
Feedback and interaction? Yes, of course. It's called TEACHERS and PEERS. I still contend that although parents MUST be involved, they do not need daily progress reports. Again, it's all my opinion - I still think that those parents that would use such a system are not those that need it (and in fact, use thereof would be detrimental in those cases).
Children do not have a legal right to privacy from their parents. Shocking, but both true and neccessary.
I wasn't referring to the child's privacy protection from the parents (which in this case, I agree, they don't have any rights, but in some other off-topic cases it's open to debate - i.e., abortion), but rather the child's privacy rights in general.
(not directed towards invoke, but my privacy concerns in general:) We/. readers KNOW how poorly security is managed on the internet - you really believe their site isn't open to all those with a brain? Somewhere it CLEARLY said that (part of) the students social security number is used in identifying the student - you think their social security numbers (in their entirty) are not somewhere in the database on that site? Even forgetting for a moment that IT IS AGAINST FEDERAL LAW TO USE THE SOCIAL SECURITY NUMBER FOR ANYTHING BUT SOCIAL SECURITY, and many state laws specifally say it is not to be used or published as well, I wouldn't want my or my kid's SS# used anywhere on the web, thank-you-very-much.
And I can see it now, I'll get spam about "hooked-on-phonics" if my kid gets a C in English...
Let's nip this in the butt, before people start using this system for data-mining......
Those parents who are conscientious or care enough about their children and their performance in school, that is, those that will use this site, are probably not the parents who SHOULD be using this site.
There are obvious exceptions, but it seems to me that the majority [not all] of kids who have real problems in school are the children of uninvolved parents to begin with.
Sure, there will be those involved parents, who think "B" stands for "Bad" who will be all over this site and love it; they can really pressure their kid to SUCCEED! These are the same parents that probably put up "motivational" posters in their kid's room.
I thought we have established, in general, that "micro-management" in the ADULT world is a bad thing? Are kids really going to learn to be responsible if someone is looking over their shoulder every day? Or, are the periodic student-reviews (report cards) and periodic management meetings (parent-teacher meetings) a better way to allow the student to learn responsibility for themselves...
This of course is all my opinion.
It would be my contention that the rights to privacy outweigh the substantive long term benefits from such a system - because in the end, I'm not seeing any REAL benefit.
At least these two basically affirm what I have been lead to believe, they may not hold up if you are "signing your life away" (i.e., if they are unconscionable), but they do work at securing IP rights and lack-of warranty.
I own a small software company; the license agreement to use our software is about 25 pages long. It isn't off-the-shelf software, I won't bore you with the specifics, but it is niche market, mission critical software that really does need a lengthy agreement. I should also mention that the licensees *always* have their lawyers involved in the negotiation, it's not inexpensive software.
At any rate, I have found that when you ask your attorney to write up an agreement for such-and-such, they will invariably write a very one-sided agreement, they will want the other party to sign their life away. After we have verbally come to terms with a new customer, our attorney writes up a license agreement, and more often than not he has put in major restrictions and terms which were not part of our verbal terms with the new customer - we then have to "send it back" to have our attorney remove restrictions which really are excessive.
Before you say that our attorney is just trying to take more time and bill us more: he really isn't - he is just attempting to watch our back in every way he can.
The flip side is also true, when a customer's attorney writes up the agreement, it invariably claims that the customer has exclusive, unlimited, rights to our software. It says that if they [the customer] stubs their toe after installing the software we are liable for millions of dollars. It says we cannot license our software to anyone else [as the customer "owns" it now], etc., etc.
Needless to say, we won't sign such an agreement.
In a nutshell, when attorneys write up any sort of legal document, they really do try to protect their customer in every way they can, and more often than not they go overboard. It really (imho) isn't their job to "see it from the other side", and hence the one-sided agreements.
When you are negotiating an agreement and both sides are represented by council, usually a fair agreement comes out in the end - but when only one side is represented, you can get "terms of service" as that ISP has published.
I suspect that the "fair" terms of service we do frequently see and agree to have been either not written by an attorney, and/or have had someone (but probably not the attorney) playing the role of the customer and looking at the agreement from their point of view.
Evidently, that didn't happen in this case.
An interesting, off-topic, side note that an attorney once told me: If there is a grey area in a contract, usually a court will side with the party that DIDN'T author the contract.
Click through/shrink rap agreements are indeed legally binding, and case law supports this. Sure, you're right, no witness, no signature, nothing -
But as a software company, I've spent much time talking to my attorney about this, and they are binding.
I don't know about click-though agreements where you sign your life away, but at least in the case of a declaration of ip ownership and copyright, as well as warranty (or lack thereof), they stand up pretty well.
You are all seriously uninformed!
on
Strike on Iraq
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· Score: 2, Interesting
Almost everyone posting here is naïve. You are pro-war, anti-war, anti-Bush, whatever - and you go on to state your reasons why your opinion is just. Many of the readers and posters here know that a good percentage of the other posters are really just spouting their ignorance - claiming "facts" that are easily countered.
Unfortunately, I am posting to suggest that every single one of you (myself included) is grossly uninformed and ignorant of the facts.
Someone posted that Blair is "hiding something". Well I'm sure he is. As is Bush, as is Saddam, as are the French and Germans.
No one has shown their cards, and we won't even see them in the history books.
Time will *not* tell. History is written by the winners, and although Bush may in fact write on this topic at some point in the future, he's sure to not share everything he knows, and certainly he cannot share what HE doesn't know.
We don't have all the facts, we will never have all the facts, and to suggest that any one of us has even a fraction of the TRUTH is extraordinarily naïve.
Face it, we have NO idea why Bush is doing what he's doing, nor why any of the leaders of the other countries have taken their positions pro or anti war.
Did Bush make this decision based on greed? oil? power? religious fanaticism? ideals? all of the above?
How about France? Are they anti-war because Iraq owes them money? Does Iraq in fact owe them anything? Again, is it greed? oil? power? public opinion? their ideals? Could it be that they are just Anti-Bush or Anti-American? Are they snobs? Or are their reasons that they simply thing that war is a BAD THING?
Again, time will NOT tell all, we will never have all the facts. TRUTH is an evasive thing, the more we learn (if in fact we listen and try to learn - many of us with our distorted facts don't bother to try) the more we realize we have NO CLUE what is going on.
I am not trying to suggest a big conspiracy. It is my BELIEF that everyone is honestly doing what they think is the RIGHT THING TO DO (including Bush, Blair, Chirac, and Hussein).
It is my naïve opinion that Saddam is a bad person. Who knows for sure? What are MY sources? Public media, history books, fourth-hand related accounts, and other naïve, uninformed individuals. Please tell me how any of my sources are not biased, uninformed, and/or inaccurate accounts? Are the sources of your "FACTS" any different?
Slashdot Mirror
balloons
!!!!
neato.
Perhaps there really is a problem with cell phones communicating with too many towers and the conspiracy theories about airlines banning them to make bucks with the air-phones is just FUD.
Thanks Transient.
It seems the testing simulated normal intentional transmission (i.e., a normal phone call).
It would be interesting to see if BROKEN cell phones can transmit more nasty electrical energy; that is, with all the cell phones having been dropped at least once, I'm sure that some of them have extraneous, perhaps out-of-band transmissions. Even if they appear to be working correctly, I would guess that SOME of them are screwed up.
As a side note, I know that when I get a phone call, I usually know before the phone rings. Buzzing comes out of my computer speakers, and the monitors get a little funky right before the phone starts ringing.
Darn it. Yes, I know that. doh. I stand corrected.
Either way, Same rules in both, as well as being the same in part 91 (General Aviation).
The rules regarding portable electronic devices predate cell phones and the air-phones in aircraft. While I don't disagree that perhaps part of the reason they haven't been approved is because the airlines don't want them approved for use, perhaps part of the problem is that the airlines actually DO want to make things as safe as possible without dramatically over-inconveniencing people. If there is any chance at all that cell phones MIGHT screw up something once out of every 10,000,000 flights, what's wrong with them being that tiny tiny bit safer? Or even having the perception of being slightly safer?
It *is* up to the airlines to decide if a particular device is or is not to be used. What I mean by that is that although rumor has it that cell towers get screwed up if a phone "sees" too many of them, it's under the FAA's and the airline's discretion. Although I could be wrong, I am unaware of any FCC rule that says that cellular telephones are not to be used on planes.
For what it's worth, here is the relivant FAR:
125.204 Portable electronic devices.
(a) Except as provided in paragraph (b) of this section, no person may operate, nor may any operator or pilot in command of an aircraft allow the operation of, any portable electronic device on any U.S.-registered civil aircraft operating under this part.
(b) Paragraph (a) of this section does not apply to --
(1) Portable voice recorders;
(2) Hearing aids;
(3) Heart pacemakers;
(4) Electric shavers; or
(5) Any other portable electronic device that the Part 125 certificate holder has determined will not cause interference with the navigation or communication system of the aircraft on which it is to be used.
(c) The determination required by paragraph (b)(5) of this section shall be made by that Part 125 certificate holder operating the particular device to be used.
At any rate, and I know I will be slammed for this one: Why can't people play by the rules, ever? It seems that quite a few people don't turn off their cell phones on aircraft. It seems that these are the same people that get up before the airplane gets to the gate; the same people that don't turn off their cell phones when going to the theater. How much, really, does it harm your personal liberties to play by the rules occasionally, and turn off the damn things when on an airplane? This society seems to always be "me me me me", and this just seems to be a symptom.
So make the guy sitting next to you feel better. Put your seatback in the upright position when they tell you to, turn off the laptop when you should, and leave the cell phone off.
Now.... That would be cool.
get the first 20 miles or so for nothing.
I'm no rocket scientist.... but I would have thought that gravity too would require some sort of propulsion to overcome - that is, the first 20 miles wouldn't be exactly "free".
That is what "expert witnesses" are for.
everyone doing business operated "in good faith" then contracts wouldn't be necessary. The only use of contracts is in court when good faith fails.
P.S. You outed yourself as a corporate tool when you used the phrase "frivolous lawsuits."
Blah Blah Blah. I expect that pretty close to everyone here agrees that the SCO suit is BS. I'm hardly a "corporate tool". This is a BS lawsuit and you know it.
I myself am the owner of a small software company; I have contracts with each of my customers... I don't use the contracts to sue them, nor visa-versa, but rather the paperwork is a reminder of what I will do for my customers and what they in turn will do for me.
Contrary to what you might believe, people DO forget what they agreed to, contracts are reminders. Furthermore, in the real world of contracts between companies, contracts (as opposed to hand-shakes) are unavoidable; If I sold my company tomorrow how is the buyer to know what I agreed to with one particular customer? My successor (the buyer) even with the best of intentions and good faith wouldn't know of the obligation unless either: I remembered to tell them or there was a piece of paper (contract) to remind them. It's even further complicated in big companies, the way that one hand knows what the other one is doing is with paperwork.
To say that the only use of contracts is in court when good faith fails is incredibly naive and just shows your lack of real world experience.
Contracts are what you use against parties you have relationships with.
Funny, I thought "Contracts" were a method for doing business in good faith with people, not just something to be used for frivolous lawsuits....
IMHO, before the first penny.
With the first penny, you have legal obligations to your customer. There was some kind of contract or at least EULA, wasn't there? Did you write it yourself? Don't tell me the CUSTOMER wrote the contract! In any event, without proper council, you could already be liable for your customer's losses, potentially thousands if not millions of dollars even if they misapply or misuse your software.
It doesn't matter if your application is a game or an egg timer. Your program COULD, despite your ideal QA process, disable (or worse yet compromise or corrupt) the user's computer or certain programs, which could in turn cost them quite a bit of money - and I'm not talking about fixing the computer, there are things like loss of revenue (they installed your game on their web server and they lost a day of sales due to having to reinstall everything). Who knows? And if you are writing any kind of financial application - the liability issues skyrocket.
Do you own the program you wrote? Or does your previous employer? Do your employees think that THEY own it, not you?
There are so many things that can go wrong, legally, that you can't afford to start a business without qualified council helping you along the way.
Well, it can be done (I did it) but I regret it, and it has cost me some real money. No, my software didn't break anyone's computer (yet), and I don't have any of the issues I mentioned, but I am very exposed to certain liability issues from early license agreements, I'm not as protected as I should be, and although I'm not having to pay any money OUT, I'm not making what I would be if I had proper council.
On the accounting side, those pennies start to add up and there is really only one question. Would you rather pay, in advance, $1000 to an accountant, or would you prefer your first 1,000,000 pennies to go directly to the IRS? See my other post about C vs S and getting an accountant day one
All the more reason to have the accountants involved day one.
You are right, it isn't an obvious choice - in fact, that's what got me in trouble. In my case, I should have been an S corp. I thought at the time that being a C corp would be better (for my situation) but as it turns out I was wrong, and it has cost me. I didn't have the advice of an accounting firm at the time.
Converting from C to S is a major pain. You need an appraisal of your business. You need every shareholder to agree to convert. Then, if you sell the company, (and this part is confusing, and I don't want to mislead anyone, I'm not sure I fully understand what this all means) the value of your company up to the appraisal value is considered a C corp and everything above that is considered an S corp, for 10 years.
The important bit, if you convert from C to S, is that you do it BEFORE you are making any serious money.
Again, the thing to do is to involve accountants and keep them informed of everything, every step of the way, and also let them know what YOU want out of this.
For those that don't know, a "C corp" is basically the "default" type of company. An S corp is an election the shareholders of a C corp can make, to have their money handled under different rules. It gives much more latitude in moving money between the company and the shareholders, and profits are taxed at the individual's tax rate as opposed to the corporate tax rate. In a C-corp, you take the corporate profits, pay corporate taxes on them, and then distribute dividends to shareholders. The shareholders THEN pay their share of income taxes (at whatever their individual rate is) on their dividends.
For example, let's say the company signs a deal for a lump sum, $2M (presume a good licensing deal). Let's also assume that the company's expenses do not go up because of the deal, and that they were break-even before this deal. Let's say that there are two partners, each with 50% of the company. In an S-corp, each shareholder would pay taxes on $1M, roughly $400k in federal income taxes. This leaves them, at the end of the day, $600k each. If they were a C-corp, the corporation would pay (roughly) 35% on the $2M, or $700k, leaving them $1.4M. Dividends are issued for $700k per shareholder, which are then taxed at the individual's rate, or roughly $280k in taxes, leaving them $420k each. This isn't including state taxes, which just make things worse; you should be able to see that the choice of C vs S isn't a decision to be undertaken lightly. You can't simply convert "just before the deal", it's a complicated process to convert.
On the other hand, there are hundreds of reasons to be a C-corp and NOT an S-corp; I don't want to give the misimpression that everyone should be an S corp. As you say, there are cases where a C corp is better. Even in the case of acquisitions, a C corp is NOT always better than an S, and visa versa. In my case, TWO accounting firms have told me that if I plan on selling my company that I should be an S corp. The case is not cut-and-dry. Tax law is complicated.
Something else your accountants might tell you if you are going the C-corp route, to help avoid situations like the one above, is to put salary and bonus agreements in place very early. Assuming the company is starting with "sweat equity", it is not unlikely that the shareholders won't make much in the first few years. The agreement might say that you intend to pay yourselves $200k/year. If you don't have the money, you'll only pay what you can, but at a later date you'll make up the difference. If you then pay yourselves $40k/year for three years, and then have a deal like the one above, you can pay yourselves $160k for each of the three years, and have that come out of PRETAX corporate profits rather than post-tax (salaries are expenses, not dividends, so long as they are not excessive and are consistent).
I can't stress this enough: TALK IN DEPTH to your accountant BEFORE penny 1.
I don't know about the zoning rules, but I can't imagine it's a real issue.
...
BUT, having started my own software company about 7 years ago, which is now doing about $3M/year, employs 17, here's my 2 cents, in the category of "other" advice
Get a lawyer. Won't cost that much really and the thousand dollars you might spend now will save you tens or hundreds of thousands or more later. You're bound to run into something, some deal, some license issue, something - that you'll regret later if you didn't have an attorney at your side. I HATE LAWYERS - but I now consider them a necessary evil (and the other side always has one).
Hire an accountant from day one. This will save you thousands of dollars, if not a lot more, in the long run. Not having an accounting firm day one has probably cost my business over $1M. (in my case, as with most small companies, I should have been an S corp and double taxation on C corp dividends has cost me, big time)
I didn't have an accountant, I didn't have an attorney, when I started my business... and again, if there is any advice I would give someone starting out, it is that you can't afford NOT to have them by your side.
PVCS - My software company migrated from MS VSS to PVCS, it works much better - but - at least for our relatively large project, it's kind of slow. We've been using it for about a year and it's worked well.
Clearcase - Rumored to be "THE version control system", I've heard it is complicated to setup and use, but Rational Clearcase is supposed to be the end all of version control systems. Checking out the link before posting, it seems that Rational software is now owned by IBM?
Starteam - I evaluated this product a while ago (18-24 months or so ago). It seems that this company has been purchased by Borland. But at any rate, Starteam seemed to be a very comprehensive version control system. We didn't choose Starteam - as many of our developers had already had PVCS experience and at the time Starteam was the new-kid-on-the-block and we didn't want to fight with a new product. We already had enough headaches with MS VSS, we wanted something we knew for certain would be tried and true. That being said, Starteam did look great.
Last but not least, CVS the open source version control system. I've used it a few times, but never set it up or configured it and can't really comment on reliability, etc. I'll assume it's great - I'm know others have mentioned CVS and I'll leave the people that have used it to give you more information.
Um, maybe this is a dumb question.....
But of the overclockers out there, those of you that have built the ultimate gaming machines, etc....
Aren't you using AMD?
I admit, every PC I own has an intel processor.... and I haven't overclocked a PC in, oh, 10 years or so - the last time I "built" my own machine (I got tired of doing it, I just buy them off the shelf now)
I was kind of under the impression that most people who are building their own machines these days, and intend to overclock, use AMD processors anyway.
Is that not the case? It's a genuine question, out of curiosity, how many of you are actually overclocking Intel vs AMD?
Word of caution:
If you use MSDE, please be sure to set an "sa" password. And don't forget to install SQL Server patches....
It has been my experience (with thousands of customers using MSDE) that it is generally maintained poorly - when there is no UI, people tend to forget about it. I'd guess that the propagation of the recent SQL Server worms were due, in good part, to MSDE.
Other than that, it's a good way to go.
heh, my favorite is: "The floggings will continue until morale improves."
(offtopic, sorry)
Try and think of this application as "lowering the barrier of entry" to participation. If it makes it easier for parents to get involved, more of them will.
Good point - for those parents that are marginal on their participation, that really do need and want to be more involved, this system might help. I do not believe, however, that for those parents that should be more involved in the process, that a web site can be a substitute for face-to-face discussion with teachers (again, talking about the marginal cases).
I was never motivated by abstract concepts like "learning to be a responsible and productive human being." My thought process merely tried to weigh "how much fun will I have?" with "what happens if I get caught?
Although you may not have thought directly about "being responsible", I'm sure your parents were conditioning you... Were you only thinking "what happens if I get caught?" or did you ever feel guilty about doing something? If you felt even a tinge of guilt, that was one way your parents, teachers, and/or society were manipulating you into being responsible. Guilt isn't the only way to build a conscientious person, but it is one of the tools most often employed (albeit sometimes to a detrimental extrememe). Assuming that you are a responsible and productive human being now, where did you learn to be such? I would contend that, most likely, you did learn it from your parents (and teachers, peers, and other role-models). Responsibility may not have motivated you, but you probably did learn it.
In the end, I think the best thing is to give parents as much information as possible, and let them decide what to do with it.
It is hard to argue that point - At least, give me the option, as a parent, to not have my child's information published and/or stored at all on the web site and its database. To society, I have the obligation to point out that "easy answers" (i.e., publishing data on a web site as opposed to (or worse, to deliberately reduce) face-to-face contact with teachers) are often not the best solution, and often do more harm than good.
In the adult world, it is not "micro-management" to review a subordinate's progress much more often than quarterly. In the adult world, it is extremely rare to go more than a week without feedback and interaction regarding progress-toward-goals.
/. readers KNOW how poorly security is managed on the internet - you really believe their site isn't open to all those with a brain? Somewhere it CLEARLY said that (part of) the students social security number is used in identifying the student - you think their social security numbers (in their entirty) are not somewhere in the database on that site? Even forgetting for a moment that IT IS AGAINST FEDERAL LAW TO USE THE SOCIAL SECURITY NUMBER FOR ANYTHING BUT SOCIAL SECURITY, and many state laws specifally say it is not to be used or published as well, I wouldn't want my or my kid's SS# used anywhere on the web, thank-you-very-much.
Feedback and interaction? Yes, of course. It's called TEACHERS and PEERS. I still contend that although parents MUST be involved, they do not need daily progress reports. Again, it's all my opinion - I still think that those parents that would use such a system are not those that need it (and in fact, use thereof would be detrimental in those cases).
Children do not have a legal right to privacy from their parents. Shocking, but both true and neccessary.
I wasn't referring to the child's privacy protection from the parents (which in this case, I agree, they don't have any rights, but in some other off-topic cases it's open to debate - i.e., abortion), but rather the child's privacy rights in general.
(not directed towards invoke, but my privacy concerns in general:)
We
And I can see it now, I'll get spam about "hooked-on-phonics" if my kid gets a C in English...
Let's nip this in the butt, before people start using this system for data-mining......
Those parents who are conscientious or care enough about their children and their performance in school, that is, those that will use this site, are probably not the parents who SHOULD be using this site.
There are obvious exceptions, but it seems to me that the majority [not all] of kids who have real problems in school are the children of uninvolved parents to begin with.
Sure, there will be those involved parents, who think "B" stands for "Bad" who will be all over this site and love it; they can really pressure their kid to SUCCEED! These are the same parents that probably put up "motivational" posters in their kid's room.
I thought we have established, in general, that "micro-management" in the ADULT world is a bad thing? Are kids really going to learn to be responsible if someone is looking over their shoulder every day? Or, are the periodic student-reviews (report cards) and periodic management meetings (parent-teacher meetings) a better way to allow the student to learn responsibility for themselves...
This of course is all my opinion.
It would be my contention that the rights to privacy outweigh the substantive long term benefits from such a system - because in the end, I'm not seeing any REAL benefit.
Sorry, but they have been tested in court, at least a few times, and have stood up...
M. A. Mortenson Company, Inc. v. Timberline Software Corp. & Softworks Data Systems
PROCD, INCORPORATED, Plaintiff-Appellant, v. MATTHEW ZEIDENBERG and SILKEN MOUNTAIN WEB SERVICES, INC., Defendants-Appellees.
Well, my attorney says that case law supports them (I own a small software company)... so technically I suppose my information is hearsay.
However, looking around reveals a couple of cases: M. A. Mortenson Company, Inc. v. Timberline Software Corp. & Softworks Data Systems and PROCD, INCORPORATED, Plaintiff-Appellant, v. MATTHEW ZEIDENBERG and SILKEN MOUNTAIN WEB SERVICES, INC., Defendants-Appellees.
At least these two basically affirm what I have been lead to believe, they may not hold up if you are "signing your life away" (i.e., if they are unconscionable), but they do work at securing IP rights and lack-of warranty.
I own a small software company; the license agreement to use our software is about 25 pages long. It isn't off-the-shelf software, I won't bore you with the specifics, but it is niche market, mission critical software that really does need a lengthy agreement. I should also mention that the licensees *always* have their lawyers involved in the negotiation, it's not inexpensive software.
At any rate, I have found that when you ask your attorney to write up an agreement for such-and-such, they will invariably write a very one-sided agreement, they will want the other party to sign their life away. After we have verbally come to terms with a new customer, our attorney writes up a license agreement, and more often than not he has put in major restrictions and terms which were not part of our verbal terms with the new customer - we then have to "send it back" to have our attorney remove restrictions which really are excessive.
Before you say that our attorney is just trying to take more time and bill us more: he really isn't - he is just attempting to watch our back in every way he can.
The flip side is also true, when a customer's attorney writes up the agreement, it invariably claims that the customer has exclusive, unlimited, rights to our software. It says that if they [the customer] stubs their toe after installing the software we are liable for millions of dollars. It says we cannot license our software to anyone else [as the customer "owns" it now], etc., etc.
Needless to say, we won't sign such an agreement.
In a nutshell, when attorneys write up any sort of legal document, they really do try to protect their customer in every way they can, and more often than not they go overboard. It really (imho) isn't their job to "see it from the other side", and hence the one-sided agreements.
When you are negotiating an agreement and both sides are represented by council, usually a fair agreement comes out in the end - but when only one side is represented, you can get "terms of service" as that ISP has published.
I suspect that the "fair" terms of service we do frequently see and agree to have been either not written by an attorney, and/or have had someone (but probably not the attorney) playing the role of the customer and looking at the agreement from their point of view.
Evidently, that didn't happen in this case.
An interesting, off-topic, side note that an attorney once told me: If there is a grey area in a contract, usually a court will side with the party that DIDN'T author the contract.
Before someone else says it, I meant shrink WRAP.
"Shrink rap": is it your therapist spewing witty rhyming verse?
Or is it singing short urban folk?
Click through/shrink rap agreements are indeed legally binding, and case law supports this. Sure, you're right, no witness, no signature, nothing -
But as a software company, I've spent much time talking to my attorney about this, and they are binding.
I don't know about click-though agreements where you sign your life away, but at least in the case of a declaration of ip ownership and copyright, as well as warranty (or lack thereof), they stand up pretty well.
Almost everyone posting here is naïve. You are pro-war, anti-war, anti-Bush, whatever - and you go on to state your reasons why your opinion is just. Many of the readers and posters here know that a good percentage of the other posters are really just spouting their ignorance - claiming "facts" that are easily countered.
Unfortunately, I am posting to suggest that every single one of you (myself included) is grossly uninformed and ignorant of the facts.
Someone posted that Blair is "hiding something". Well I'm sure he is. As is Bush, as is Saddam, as are the French and Germans.
No one has shown their cards, and we won't even see them in the history books.
Time will *not* tell. History is written by the winners, and although Bush may in fact write on this topic at some point in the future, he's sure to not share everything he knows, and certainly he cannot share what HE doesn't know.
We don't have all the facts, we will never have all the facts, and to suggest that any one of us has even a fraction of the TRUTH is extraordinarily naïve.
Face it, we have NO idea why Bush is doing what he's doing, nor why any of the leaders of the other countries have taken their positions pro or anti war.
Did Bush make this decision based on greed? oil? power? religious fanaticism? ideals? all of the above?
How about France? Are they anti-war because Iraq owes them money? Does Iraq in fact owe them anything? Again, is it greed? oil? power? public opinion? their ideals? Could it be that they are just Anti-Bush or Anti-American? Are they snobs? Or are their reasons that they simply thing that war is a BAD THING?
Again, time will NOT tell all, we will never have all the facts. TRUTH is an evasive thing, the more we learn (if in fact we listen and try to learn - many of us with our distorted facts don't bother to try) the more we realize we have NO CLUE what is going on.
I am not trying to suggest a big conspiracy. It is my BELIEF that everyone is honestly doing what they think is the RIGHT THING TO DO (including Bush, Blair, Chirac, and Hussein).
It is my naïve opinion that Saddam is a bad person. Who knows for sure? What are MY sources? Public media, history books, fourth-hand related accounts, and other naïve, uninformed individuals. Please tell me how any of my sources are not biased, uninformed, and/or inaccurate accounts? Are the sources of your "FACTS" any different?