(thm, want to forward this to somebody at RH?) ----------------<snip>--------------- Copyright 2006, Karl O. Pinc <kop@xxxxxxxx> Permission is granted to copy, distribute and/or modify this document under the terms of the GNU Free Documentation License, Version 1.1 or any later version published by the Free Software Foundation; with no Invariant Sections, with no Front-Cover Texts, and with no Back-Cover Texts. The Anti-Hostile Takeover Mini-Howto: The "Fork" Defense for Pure-Play FOSS Companies Version 0.1 Introduction It's a harsh, cold, business-suited reality out there for those pure-play FOSS companies that are publicly traded. What can be done should competitors manage to depress stock prices and it looks like a hostile takeover is in the wind? Download a solution from the Internet of course! Preferably one like this document that's written by somebody with absolutely no experience in corporate takeovers. Concept A pure FOSS company has, in a very real sense, no acquire-able copyright assets. It's assets consist of trademarks, possibly some patents, employees, and a bunch of office furniture. The goal is to ensure that as few assets as possible are available for takeover. There's nothing to be done about the trademarks and the office furniture, and the patents may or may not be able to be freed, but there's no reason why a hostile takeover should force the transfer of employees. If the threatened company specifies that a hostile takeover triggers the immediate vesting of all stock options and retirement benefits, and the termination of all employment contracts, then there's no overriding reason why an employee of the acquired company need continue on as an employee of the acquiring company. The acquired company's employees can simply quit en-masse and start a new company. It might be a good idea if stock, and retirement benefits, in the new company vested and are otherwise distributed in a fashion corresponding directly with the allocation of the stock and retirement benefits of the acquired company. This can be facilitated by previously preparing the appropriate documents and distributing them to all employees. Of course, having a good publicly available repository to hold all ongoing work is also essential. I'm calling this the "Fork" hostile takeover defense. All the employees need is enough cash to come up with some office space, and voila! A new company picks right back up where the old one left off. The employees can then get even richer by taking the new company public. Of course, there will be some disruption and it might take a few weeks before the paychecks are printed again so they'll probably be a need for a provision in the corporate documents that transfer some of the company's cash assets directly to the employees upon hostile takeover, a sort of golden parachute for employees, and there may need to be some provision for health insurance, further stock incentivies to encourage employees to continue on with the forked company, etc., but the general idea might be workable. Conclusion This document being all about business, the only possible conclusion is that anybody who has success with the "Fork" hostile takeover defense should generously contribute to the financial well being of the author. Regards, Karl O. Pinc <kop@xxxxxxxx> -- redhat-list mailing list unsubscribe mailto:redhat-list-request@xxxxxxxxxx?subject=unsubscribe https://www.redhat.com/mailman/listinfo/redhat-list
