On reading the linked legal
documents [0][1], it seems that the CEO is trying to make the case that
the CTO is focusing on CopperheadOS in a development role, rather than
looking at it as a product. I don't know if that's true or not, but I
could see why it would lead to this conflict.
However, I'm curious how
Copperhead the company can send these letters demanding that the 50%
co-owner do this or that. As equal owner, couldn't he respond to these
letters by asking the company lawyers to send a letter back to the CEO
making similar demands? Is the CEO "more in control" than the CTO
because CEO is a higher position, even though they're equal partners?
IANAL, but if the operating
agreement is set up so that the CEO has a specific power, then the next
layer up would be for the shareholders to amend the operating agreement.
If the CEO and CTO are equal partners, neither would be able to obtain a
majority vote and the operating agreement would stay as it is -
assuming, of course, that the agreement requires a majority vote for
amendment.
It sounds like the CEO de facto controls the company in
this case, and can ignore the other shareholder at will. He could block
communications with him and basically have a silent partner.
Sorry, I'm unfamiliar with with
corprate structure - would that mean he's the only member of the board?
In that case I suppose I see how he could be the one making demands,
since the CTO with only a 50% share wouldn't be able to restructure the
board to include himself.
The letter outlines the actions we
would like him to take as the CTO. If you note, we said that we would
prefer to move with him towards refining the CTO role - it's all there.
Actually, the letter says "On the
assumption that you have no wish to depart the Company, the elements of a
CTO
job description the Company considers important are set out in the
attached proposed
job description. We invite your comments on that draft." So without the
contents of the attachment, we can't know what actions you're saying you
expect of him.
Sounds to me like the company is
doing what it needs to do to maintain a going concern and ensure it has
the paperwork in place for any future transaction (investment or sale).
The company has to have an operating agreement with all employees'
contracts in place especially the higher-up/founders as well as ensure
it's IP is properly accounted for. Kinda reminds me of when the agency
in Mad Men merges and Draper doesn't have an actual contract. Sorry for
any spoilers. To me it sounds like this guy is unwilling to have other
people access the IP which in any business is necessary. Worked at a
company where the former CMO was the only person who had access to the
FB page and was fired. We didn't get access back till months later and
fortunately without any legal intervention. No one person should have
sole access to such critical functions.
Edit: should note (although
obvious) I am not privy to all the conversations these parties have had
so I am only aware of what has been posted.
Previous actions aside, when is it
ever a good idea to argue with internet trolls in _any_ comment section
as a CEO? Especially when it involves executive level disputes?
What
could you possibly gain that would be a net gain from commenting here?
Aren't you concerned about customer and investor blow back from you
simply commenting outside of a legal letter seeking a peaceful
resolution?
You'll probably get the most mileage
out of a coding bootcamp or a CS degree. As a non-technical founder you
face an insurmountable knowledge and culture gap.
CEO of the company, James Donaldson,
wants to boot off Daniel Micay, CTO of Copperhead and the main
developer behind CopperheadOS project. Both have 50% shareholder stake.
As of now, Daniel Micay can't use Copperhead branding anymore, and is
locked out of his own work (because copyright has been assigned to the
company), and can only use CopperheadOS under CC-BY-NC-SA.
A gross, and rather damaging, over-simplification.
Daniel
Micay is still a majority shareholder of Copperhead and thus, any
damage he does to the company with this leaking (and media coverage) is
damaging himself and the Company we've all worked for.
It
says quite clearly that you a) believe copyright belongs to the
company, b) want him to give all access to infrastructure, c) revoke his
access to Copperhead branding.
This is kinda how building business
around tech & IP works. The IP (copyright, patents, etc.) is
assigned to the company so when they seek investment the investors know
what they are getting. That or the IP is licensed which doesn't appear
to be the case. The guy assigning the IP still owns it given he is a 50%
shareholder. IMO this bike shredding of an issue is more detrimental to
the going concern of the project than anything. The guy wrote the
majority of the code it would be moronic for him to get booted which is
why I highly doubt the other dude is trying to get rid of him and this
is a misunderstanding of how this process works.
It's weird to me. Because on the one
hand I can see your point of view, on the other hand - if the CTO of a
company is withholding access to things from the CEO that's strange. Is
that a recent development, or is that just to prevent the CEO taking
control? I don't know.
It seems possible one of them is a bad egg. Or
perhaps they have just had a very bad falling out. It does appear to be
the case that because one guy is a/the coder, everyone is being more
sympathetic to him. I haven't chosen a side yet - and I'm still reading
through everything.
Hopefully this gets resolved and after it the bad egg (if one exists) leaves the company.
I don't think "wants to boot" is an
accurate conclusion from a, b, and c; someone working in a company (as
opposed to someone working on a personal project alone) should assign copyright to the company and share infrastructure / account access with other people in the company.
(Also I think it's super weird for you to use HN as a forum to push this dispute.)
Also,
I think @CopperheadOS changed their twitter ID to @DanielMicay. If you
go to Google's cache of @CopperheadOS [1] and click on the date next to
one of the tweets (example [2]), it redirects to the live version of the
tweet under @DanielMicay.
Never going to touch this shit.
So-called secure and private but at least one of the founders is
untrustworthy (since each is essentially calling the other out, at least
one of them is in the wrong).
This is why after incorporation, you
should transfer the rights to all code, trademark and other
Intellectual Property to the company to prevent the situations like
this.
Curious if anyone managed to
screenshot or archive the tweets, as the entire account has been removed
from twitter it would seem. Always interested in these kinds of
stories/drama as case studies for what to look out for in future
endeavors.
We're
hoping there is a peaceful resolution to this. It's VERY unfortunate
that Daniel Micay is airing dirty laundry - internal confidential
documents that are directed towards him (ironically, from a @gmail.com
account,as he refuses to answer from his @copperhead.co address now).
ESPECIALLY from a company asset (@copperheadOS) that is damaging to
Copperhead the company, our users and our employees.
As it currently stands, Daniel Micay has been and still is a majority shareholder of Copperhead.
I'm interested and open to discussions regarding these issues. Feel free to email me - james.donaldson@copperhead.co
note:
I've been advised that getting involved can only unfortunately only
further complicate things. Feel free to reach out to me with questions.
Daniel Micay is literally the guy
behind Copperhead. He is the author of overwhelming majority of commits
to CopperheadOS repos and almost single-handedly maintains hardened
Linux kernel. Quite literally: open any repo in https://github.com/Copperhead or https://github.com/CopperheadOS and look how much thestinger (Daniel Micay) has been working on all of this.
What you're doing is despicable and unfair. Please resign.
How many commits do you have? If the
answer is 0, whatever you've been doing was probably not as productive
or useful as anything your partner has been doing for years. If the guy
who has written 90% of the code ghosts his CEO co-founder, my bet is
it's the CEO being useless and not the CTO and I trust his word way more
than yours. Regardless of how the CTO has handled this, you are clearly
in the wrong somehow.
> How many commits do you
have? If the answer is 0, whatever you've been doing was probably not as
productive or useful as anything your partner has been doing for years.
Tell me, does your employer's CEO have as many commits in the codebase as you do?
If not, why are you working for this CEO instead of for yourself?
edit: yes, in our case the CEO
actually got his hands dirty when he had his idea and wrote a huge
amount of code with no prior experience until the company had enough
momentum to hire developers. A lot less than you would ever do clearly,
based on your responses.
Look at who you're replying to. I'm
not the CEO. I'm not affiliated with Copperhead at all. I'm a random
systems programmer who actually knows the subject area.
Exactly! (FWIW, I don't think
fighting this in the court of public opinion, district of Hacker News is
worth your time. The venue is prejudiced to believing that systems
programming is a rare skill and we must all bow down to people who can
do it, which is certainly not my experience as an actual systems
programmer.)
If you think so little of yourself,
why should we listen to you? I'm not saying we should all bow down to
systems programming, I just think "CEO" is a role that doesn't need to
exist for a company like this. You could probably roll up most of the
daily duties of said CEO and have them carried out by an intern-level
sales guy. Technical people should be setting the direction of technical
projects. When they don't have the skillset, they should delegate.
There is no need for this amorphous "CEO" person who has tons of power
but no skills to back it up. The exception is if they came up with the
idea, and helped execute it from the beginning.
Sales is means, not a goal in and of
itself. What you're suggesting is a broken economic model that doesn't
honor people that add to the world (i.e. authors).
Out of curiosity, are you familiar
with strcat's previous involvement and later dis-involvement in the Rust
community? (slash, were you, when you started working with him?)
It's
not my story to tell at all, as someone who's not a Rust core
contributor or anything (and certainly wasn't at the time), but http://slash-r-slash-rust.github.io/archived/2u1dme.html
is part of it. (IIRC the /r/rust mods archived that thread on GitHub as
a compromise between deleting something from Reddit and leaving
something Googleable with his name.) There was a lot of dirty laundry in
public and my impression is that neither he nor the Rust core
maintainers left that situation happy.
I, as well as all other people in Copperhead, would prefer this issue disappear and we can go back to protecting our users.
However,
now that the cat is out of the bag: if you notice, the letters are
addressed to danielmicay@gmail.com because he refused to answer (or use
PGP regarding these answers, which has me believe he's okay with Google
reading our internal drama) using his Copperhead email address.
As if Google even cares about this.
Seriously, check your ego. You are just focusing on the gmail thing to
take focus away from whatever the actual dispute is.
This would be the last option.
Copperhead and CopperheadOS are too important a product and company to
just disappear because of one minor business dispute.
Hopefully this will get forked and the CEO will learn a lesson of respect and self control.
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