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Terms of Engagement

Posted on February 10, 2019

Description:

There are many aspects of my life, even as a publicly traded person, where dealings must remain private. For example, Fox Searchlight bought an option on my life rights in 2013. That deal had to remain under wraps for more than a year until the studio decided to make an announcement.

While I always keep the shareholders in mind, it’s important to establish the terms under which I enter private negotiations and eventually reveal the results. I rarely report that a deal didn’t happen after a private negotiation — for example, when I was discussing a book proposal with a literary agent, or the time I pitched a reality show to CBS.

So moving forward, when I’m contractually obligated to keep negotiations and deals private, this proposal sets forth the rules for how I will engage with the process, and my obligation to reveal the results.

  • I will only agree to a deal based on private negotiations with a shareholder (or an organization that has a shareholder member).
  • I will keep notes on any proceedings and reveal to the shareholders whatever results I am allowed to divulge, as soon as permissible.
  • The goal of any negotiation will never be personal enrichment, but to produce quality results that could ultimately raise the stock price.
  • In all negotiations I will keep two mantras in mind: “Live according to thy shareholder’s will.” and “What would a corporation do?”

  • Holding up these mantras, whether in private negotiations or not, will require continued interaction and conversation with the shareholders as well as continually learning from the great corporations of the world.

    This vote will end on Feb 15, 2019. The exact terms of this vote may change during the open voting period based on shareholder feedback.



    Past Discussion

    Gary Pratt (1 shares, voted yes)
    This proposal makes good sense.
    spencerian (2 shares, voted yes)
    At the moment I don’t have any shares so take this with a grain of salt, but I’m a strong yes for guidelines and a no for these guidelines. It makes no sense to restrict your potential deal space to shareholders. It makes less sense to require your potential deal partner to be a shareholder and then to only do as the shareholders say, because you’re showing a clear path to a hostile takeover that could result in overall poorer terms. I know I’ve never joined the Slack channel or properly prepared this proposal but this is another situation where a board of directors with flexible guidelines and an overall mandate to protect and grow the incorporated person would cover off a number of your worries. For instance, you could require all secrets be shared with your board rather than publicized throughout the shareholder universe.
    Mike Merrill 🎖🌮🌴
    Grain of salt taken, and I'm open to discussion on this. The restriction to only do private deals with shareholders is a very, very small hurdle. They have to spend $5.73 to get a share. If that blocks a deal then there is a problem, yeah? But I will say this is the first time a small 'board of directors' makes sense to me. Also I don't believe in a "hostile takeovers," I think that would just be exuberant purchasing. :)
    jwillcox (36 shares, voted no)
    Can you help me understand the benefit of the requirement that the private negotiation be with a shareholder? How significant of a risk do you think it is that this requirement will cause issues with the legal teams of the corporations you may be working with? I've seen standard/uncontroversial terms in contracts cause big issues with legal teams for one reason or another, and I'm guessing this is less than a normal transaction for them. The answers to these two will help me think through the Risk/Benefit of this bullet point.
    Pat Castaldo 💯☕️ (118 shares, voted no)
    I like the idea of some sort of guidelines, but the share requirement seems a little much — like there will be things where I can imagine negotiating with someone about something — a Hollywood movie— and they're like "wait, you won't talk to me until I spend $5.73? That's too weird. Forget it."
    jesserifkin (1 shares, voted no)
    Like shareholder Pat Castaldo who also voted no, I'm stuck on the line "I will only agree to a deal based on private negotiations with a shareholder (or an organization that has a shareholder member)." So you would reject a movie or TV deal if they're not a shareholder? Even if everything else about the deal was perfect? That seems to me shooting yourself in the foot. It would be like the "Family Guy" episode where Peter pitches a cartoon show called "Handi-Quacks." The network accepts the pitch and wants to run the show exactly as is, except changing one cartoon character's nose from a tomato to a plum. Peter refuses and walks out: https://youtu.be/vSZ0m6Dez-c?t=415
    justdorkin (23 shares, voted yes)
    i think it is a good idea. more folks involved in the project means higher share price.
    curtiszimmerman 🎖💯 (203 shares, voted yes)
    This is sort of a tautology. Could it be anything but "aye"?
    Thomas King (24 shares, voted no)
    My body says yes, but my mind says no. Having been fortunate enough to participate in one of the aforementioned negotiations, I believe adhering to the requirement that the other party be a shareholder would not be in your interests, based on the real possibility of: confusion, annoyance, distraction, etc. I will happily flip my vote if that term changes to be less onerous during the already-complex early stages of a private negotiation.
    wandersean (54 shares, voted no)
    I agree with other no votes. I don’t like the risk that a great deal falls apart because of this ownership requirement.