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PDF Editor FAQ
Let's say a company raises 2 preferred equity rounds, both non-participating 1x liquidation preference. Series A of $10M at $100M post money and Series B of $20M at $200M post money. Let's say the company is acquired for $15M. How is this $15M distributed between the Series A investor & the Series B investor?
It will be a mess. No matter what the docs say.Why?Yes, in theory, the Series B is entitled to 100%, most likely, 8.5 times out of 10, it's LIFO. Last in, First Out, for the liquidation preference. Not always -- but 8.5-9 times out of 10. The other times, it's pari pasu (sort of like pro rata) or other variants thereof.But the thing is -- both A and B mostly likely will each have veto power, both under the Series docs but also under law.If A gets nothing -- A vetos.If A and B get something, but Common gets nothing, and Common has to agree to join the acquirer -- Common probably gets both a legal, and "vote with our feet", veto.It's all a mess here. You can't predict what will happen, other than that the legal / financing docs may not control. With 3+ vetos, it will be like Greece.
Why is Barack Obama so disliked in the US?
I have spoken to many people who HATE Obama. Most are friends and colleagues, and most are rational caring people except for politics. And as I speak with them the details change but they all have reasons but it is more of a religious hatred. They have rationales but actually it is an emotion that is justified by talking points.“He lied about keeping your doctor.” Really? You HATE him for that but you are good with Trump? There are many talking points (most of them are repeated often on Fox News), but really it starts with the hate and they then manufacture the rationale.On inauguration day, all the doctors were teasing me because I am “the liberal.” I gently confront them on the falsities, and it makes them uncomfortable. One doc states how horrible Obama was and how he had destroyed this country. So I ask, “What specifically did he do that destroyed this country?” The man paused and stared and you could see him become angry, tensing up and breathing faster. And he said “breathe.”Meanwhile, I was watching Trump on Fox news in the corner of my eye doing something divisive. And I know that is Trump’s basic modus operandi; division and anger. So I said “My concern is that things will continue to become more divisive even though the election is over.” This doctor said “From the LOSERS!” (which really means “any criticism of Trump is invalid”). I told him I found that deeply offensive. And he replied “I don’t give a FUCK what you find offensive, slamming his fist on the table. He got up, walked 10 feet away and said “FUCK YOU.”The remaining conservatives sat there a minute, and then one asked “Did he hurt your feelings?” Another asked if I was moving to Canada.The point here is that there is an extreme and irrational anger here. Why? Well, somewhere mixed in would be the fact that Obama is a black man that became President. Not all, but even a few in the group adds that to their simmering group anger. And then there is the ‘Muslim’ thing. I think this is mostly a proxy for the black thing, but it adds to it. And he speaks a bit like a professor. And many, many people are very easily convinced he is talking down to them. He never impressed me as such, quite the opposite; but I don’t need my leader to invite me for a beer, and I do want him to implement effective policy.But the real reason that these people hate Obama is that they have been conditioned by an outrage narrative for 20 years. They repeat the talking points. They are outraged by the ‘war on Christmas’.’ Outraged by ‘Hillary’s crimes.’ Outraged by ‘this, that and the other’ by Obama. Outraged by the ‘socialist, crazy libtards.’ And outraged about everything about a ‘black, Muslim, intellectual president.’ Hillary. Benghazi. Fake news. Just outrage, outrage, and more outrage. And now AOC and the ‘crazy far left socialist.’ More outrage.My friends are smart people. I would trust them as doctors with my life. But actual logic has nothing but nothing to do with it.This would be funny if our country was not at risk. It is an amazing situation. Fox News (and the right wing media) literally have mind control over a substantial portion of the population. Anger, outrage, and self-righteousness is the psychological propellant. Any voice that disagrees is labelled ‘fake news.’ This can and does control elections.So Obama is just an excellent target of opportunity for the outrage. One instance of a lightning rod for all that rage. That is why he is disliked so so much.Addendum: This answer has taken off and I am happy. Everyone needs to understand what is happening here if we are to save our democracy. We will change no one’s minds. We must get everyone to vote, and then those people must get everyone to vote and those people must get everyone to vote.I will leave you with words of Rasputin himself, Mr. Steven Bannon:“This is not about persuasion this is about mobilization.”“Hate and anger are motivators.”“Divisiveness and polarization? Bring it on.”“You don’t have to convince everybody, you don’t even need a majority,” he says, “just a solid-enough minority, say 20% or so, to take over the government and then deconstruct the existing state.”So please, mobilize to save our democracy. Vote Vote Vote. Mobilization is the only answer. Thanks.P.S, We must stop bringing knives to gun fights.Reply
Why can’t other countries do what China did to stop the spread of COVID-19?
Why can’t other countries do what China did to stop the spread of COVID-19?Sigh!Bruce Aylward told me: “I think there was a sense that this took off in China because they are not prepared, and they don't have the kind of systems that we have. That reflects a lack of understanding of just how sophisticated Chinese public health and health care system are."— Kai Kupferschmidt (@kakape) March 22, 2020China is mostly organized like a department of engineering. The European countries, and the US, are mostly run by amateurs, or professional politicians with a hobby.This is something people have always known for ages. It just takes an emergency like this to demonstrate the pros and cons of such arrangementsFor example, UK’s Secretary of State for Health is The Rt Hon Matt Hancock MP. OK so what does he know about health? He was a banker before, then did a stint in Digital and Media. Italy’s Minister for Health is Roberto Speranza, a political science major. The US Coronavirus task force is headed by Vice President Pence, who was a conservative radio and TV talk show host.China’s Health Ministry is headed by Ma Xiaowei, who is himself a physician and directed hospitals before. Its department of construction is headed by someone who’s been doing construction for 30 years. Its rail transportation department is headed by someone building trains for 30 years…So when the State Council formed the “Joint Prevention and Control Mechanism of the State Council”, headed by the Health Ministry, on January 20th, the head of the logistics immediately rushed to Tianjin to ramp up production of PPEs and disinfectant China pushes all-out production of face masks in virus fight, the head of Construction immediately started organizing for the construction of new hospitals, providing an additional 2,500 ICU beds How China Built Two Coronavirus Hospitals in Just Over a Week, the head of transportation immediately started re-routing all the trains and the flights, and the Health Ministry immediately started organizing medical teams and publishing standard treatment protocols and infection prevention protocols. 40,000 ICU and Pulmonary doctors and nurses rushed to Wuhan to treat the patients, not a single person got infected. New and improved diagnostic and treatment protocols were being published once a week. The latest is the 7th edition. 新型冠状病毒肺炎诊疗方案 (试行第七版)Basically these guys can all deliver on their part, right? Talks and promises aren’t going to do a thing to the virus. There must be effective ACTION. In Europe, these positions are mostly rewarded to politicians as part of the “coalition building”. So they make speeches. They don’t do the job themselves. Which is kind of bizarre, if you think about it - can you actually vote someone the ability to save patients in ICU…PS: The other side of the coin is that the Chinese ministers are often not good speakers. In fact, they often don’t even speak in a language that the general public can understand, because their primary audience is other professionals like themselves. For example, when the Chinese Health Ministry gave a talk to the docs on Feb. 10, it went on like “you need to go all the way up as early as possible. Take aggressive measures. Even if there’s no condition to do so, you need to create the condition to do so.” The only people that really get what they are saying are the other ICU docs familiar with Covid-19 treatment. Basically the Health Ministry is saying that the clinical data they’ve gathered showed that patients should be intubated early. Don’t wait until their blood oxygen levels drop precipitously. If they run out of negative chamber rooms they still need to suit up to do the intubation (because some docs won’t do intubation in regular ICU rooms. Intubation is risky to the docs. docs have close face-to-face with the patient at intubation so the risk of infection is super high when they do this).So the communication problem is there anyway. The difference is that if the guy is a real technical expert and you are not, you won’t understand what he’s saying, then you say, he’s a terrible communicator and I need to elect a guy whose words I can understand. So you elect a guy you can understand perfectly, which solves the communication problem, but everything he says and everything he does is stupid beyond belief. It’s almost like they are grating a violin string over the nerves, but you won’t know it because you are not an expert... The less people are trained / accountable in “hard sciences”, the more superstitious people are about THEMSELVES. C’est la vie!
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