20120206 General meeting
Attending: Cesar, Lisa, Helene, Aurelie, Gabby and Ru.
1. Shared ownership / UK Limited ? Share the ownership of the company with those who embody the vision and the values you want to give to the company.
Cesar met Mark Henley & Stuart Young of Wragge & Co (Limited Liability Partnership in central London. http://www.wragge.com )
Mark Henley is one of the few notorious Open-Source lawyer working at this level.
The first advice was : if we have a profit owned by a non-profit, the non-profit should definitely host the IP. Just like the Mozilla foundation, to make sure that the core code and innovation remains protected. Makes sense to me.
Looking at our propose structure, they proposed me this (confidential document – DO NOT SHARE ), the Shared Ownership Model (attached)
And that is truly amazing and relevant to us.
The message is : if our order of priority is
Let’s re-open the debate? What should we do ?
A. Keep running our current plan - and perhaps later change to that shared ownership structure
B. Amend the plan A so it kind of functions more like Shared Ownership
C. We re-start from Scratch, and re-register as a partnership (in which case, we'll need partners by the way).
Shared ownership - when it comes to investors - they find themsleves with much less decisional power. To me it seems that this shared ownership would be most appropriate with a "mature" community.
A partnership being a profit, we would be able to receive philanthropy, and the many benefits in kind associated with being a non-profit. So we NEED a non-profit. We also need to attract investors, so we need a limited company in the UK. So even if the shared ownership seems an exciting durable company model - it is not appropriate for us at this stage. What needs to be clarified is the non-profit owns (by share) the profit company and that should be written in stone.
For example: Have a look at : the Riversimple project (www.riversimple.com)
5years in business, they have most of their R&D figured out, they need now to take in stakeholders local governments, that are investors. They want to rent these hydrogen cars in cities. That's why they need to let in cities, and local environmental groups to take part in their decisions. or instance, if they want to deploy a fleet of their hydrogen cars in a new city, the city becomes a co-owner of the company, which makes sense, they dont need to negociate with the riversimple company, they can make decision from the inside. When we need to deploy protei in local areas- set up local manufacturing.
- this deserve a serious meeting with Florent / Etienne/ Kasia / Pete/ Gabby's opinion and all the Proteans who want s to actively take part of it.
- Do we have enough adequate participation from (investing) partners? Is that a current option? Well, that means that we'd create a large structure with a lot of empty seats to fill up as the project grows.. but it is too heavy structure -to muy point of view- as our stage of development, and adding to this your talent, knowledge, connections etc, it has immense value.
- Is it difficult to change from one structure to the other down the line? We may have to dissolve / liquidate / buy the company from the people who have shares of it.
- Is it better to take time NOW and find the perfect structure more than having to adapt our self during the month coming.
- Shared ownership is less an "executive" structure and probably less attractive and secure for investors!
- Does it mean to you merging the Partnserhip and Non profit? it has a big impact on investment/ investors too... but that would mean we would lose all the philanthropy, the tax-deductible options, and that sucks... Then we are back to = selling product and for now we can't.
- What is the impact on our strategy/communication? IMPORTANT AND URGENT
- What is the impact on being owned by a non-profit in the USA?
- What about Shared Ownership in the USA?
- What about the board of adviser and Directors?
- non profit couldn’t be own by share ??
- It is better to be transparent regarding the future transformation of the company (eg: with this option) to Investors.
Protect yourself from Intellectual Property trolls.
The 4 types of Open Source IP structure for viable revenue models.
In fact it seems that the open hardware by its physical presence can guarantee more “tangible” revenues. Good !
15 - 19 February in MADRID
Seb and Toni on location
TO DO: Please everyone fill the protei’s event calendar, This will be the
base of what we have to offer as a Media Exposure for our Sponsors for
now. Also, the person in charge should provide as much information as
possible regarding the event/ exhibition / fair
Happy Happy B-day to you, with love, The Proteans xxxx