Designation Of Authorized Representative Form.Doc: Fill & Download for Free

Two main groups of reasons.If not for Stalin, there would be no WWII. If not for Stalin, Europe would not be ground to rubble. And the most “in your face”, if not for Stalin, Warsaw would not become a wasteland[1].If you are a slave, and your master throws you a nice scrap of meat, you still bite the hand. Being tame is not a virtue, it is a shame.With all that, Warsaw Palace of Culture and Science is a well designed, in terms of the function, building. It is a shame that the competent Soviet architect, Lev Rudnev, is seen in part as a “dictator’s court architect”, like Albrecht Speer. But what else, as a designer of the architectural symbol of the Soviet domination over Poland?A funny and not widely known issue is the Manhattan origin of all the Soviet monumental building architecture. Part of Lend-Lease during WII, US help to Soviet Union, was an immense scale technology/know-how transfer.The main direction of the work of the Soviet intelligence in the United States before WWII was stealing the plans and documentation for industrial plants and processes. As it was, most of the “Stalin industrialization of USSR” before WWII was designed and build by US engineers. But it was still not enough, hence the industrial scale stealing by intelligence services.Very characteristically, when Soviet intelligence first reported from the US about US work on atomic weapons, orders from Moscow berated the reporters for pursuing secondary issues, instead of providing info on specific industrial processes, as ordered.But with Lend-Lease, Soviets hit a gold mine. AFAIK, the US intellectual property laws have specific exception, allowing the government to get any property, as it sees fit, for national security purposes. If you run a private company and a government employee with a proper authorization shows up, you copy all the blueprints and other docs, proprietary, patented, whatever, and hand them over.So, during WWII, US government employees were doing exactly that, combing the whole US, and handing over crates of blueprints to the Soviets. Much of the planeloads from the US to USSR, during WWII, were simply paper, with plans for all sorts of things.This had funny results. I tinkered quite a lot with various gizmos, produced in the USSR in 1950s. I also tinkered a bit with German and US ones. Somehow, the Soviet things often looked nearly identical to US or German ones. Soviet early appliances, for example, often internally were for 110V, every piece of electric hardware, just with a 220/110 transformer stuffed in front (in electric sense).As a side remark, at the university, early 1980s, as a student, I had to work on the proud Soviet/COMECON product, the ЕС ЭВМ[2] computer mainframe series. Somehow, the manuals had “IBM” watermarks, and were in English.One should give Soviets some credit, they tinkered with those imported designs and often evolved them to recognizably better products. You can see this with for example some airplane engines.So, this way, blueprints for various Manhattan skyscrapers ended up on shelves in Moscow as well. And, right after WWII, high-rise buildings started to pop up in Moscow, with an offshoot in Warsaw.There was, and still is, much of official discussion in Poland whether that Soviet planted thing should be dynamited. The reasons for a demolition are obvious. But many people also got fond of that monstrosity, internally it works really well, it is a good functional design. Personally, I am in the “let’s keep it” camp.Footnotes[1] Warsaw Uprising - Wikipedia[2] ES EVM - Wikipedia

The VCs (Paul Cohn and Imran Ghory) are telling you to avoid ‘non-standard’ terms. Let me translate that for you: roll over and accept the terms in the National Venture Capital Association (NVCA) model legal documents.That might be good advice if your business plan requires burning lots of cash. If you can muster the patience to build what Prof. John W. Mullins calls a customer-funded business, you can reject the provisions of the NVCA model legal documents that are not founder-friendly.As Mullins writes in The Customer-Funded Business, “Making do with the probably modest amounts of cash your customers will give you enforces frugality, rather than waste… and will force you to run your business better.” Customer-funded companies have the option to leave VCs at the negotiating table. They can walk away and grow organically until they command investment terms in line with the Founder Friendly Standard. This answer is for lean startups and bootstrappers.Comparing the NVCA model legal documents to the Founder Friendly Standard.David S. Rose says NVCA model legal documents are very time-consuming and expensive to negotiate and document.[1] The NVCA model legal documents include 18 agreements. To write this answer, my associate, Josh Mathews, and I reviewed the following six (“NVCA Docs”):NVCA Voting AgreementNVCA Term SheetNVCA Stock Purchase AgreementNVCA Right of First Refusal and Co-Sale AgreementNVCA Investor Rights AgreementNVCA Certificate of IncorporationI’m going to start with the Founder Friendly Standard, which is simple, and compare the NVCA Docs to it.Section 1.1 of the Founder Friendly Standard says:Individuals who work for the company and are instrumental in its inception (“Founders”) receive a class of equity such as Common Stock which provides no less than twenty-four (24) votes to one (1) vote of stock held by investors or employees.NVCA Docs do not meet Section 1.1 of the Founder Friendly Standard. Article FOURTH (A)(2) of NVCA Certificate of Incorporation says that Common Stock holders are entitled to one vote for each share of common stock at meetings of stockholders. Common Stock holders can’t vote on issues solely affecting/reserved to Preferred Shareholders. These can potentially include issues such as voting on a director, allowing for conversion of shares, and receiving preferred dividend payments, among others.Section 1.2 of the Founder Friendly Standard says:Investors receive a class of equity such as Class A Preferred Stock which will have one vote per share with a higher par value justified by a liquidation preference.NVCA Docs do not meet Section 1.2 of the Founder Friendly Standard. The NVCA Certificate of Incorporation Article FOURTH (B)(2) provides that Preferred Shareholders have a liquidation preference, Article FOURTH (B)(3) of the same document provides that voting is done as a single class. Why this does not meet Section 1.2 of the Founder Friendly Standard is NVCA Docs provide the option for investors to elect two members of a five-person board. This would give investors a type of super-voting equity, not one vote per share.Section 1.3 of the Founder Friendly Standard says:Employees and contractors receive a class of equity such as Class B Common Stock which carries one vote per share and does not have a liquidation preference.NVCA Docs do meet Section 1.3 of the Founder Friendly Standard. In the NVCA Stock Purchase Agreement, Section 2.2 (b) provides for a stock option plan, under which “officers, directors, employees and consultants” may be issued shares of Common Stock. There is no separate ‘Class B’ for employees/contractors, but according to Section FOURTH, (A)(1) of the NVCA Certificate of Incorporation, common stock does carry one vote per share, and liquidation rights are subject to qualified rights of Preferred Shareholders.Section 1.4 of the Founder Friendly Standard says:The first board consists only of Founders. The term of the board is one year. After the first year, a new board is elected by the equity holders at the annual meeting. Board decisions are made by a majority vote of the board. Board members cast no more than one vote each on any decision. Board committees are disallowed for at least the first two (2) years.NVCA Docs do not meet Section 1.4 of the Founder Friendly Standard. Section 1.2 of the NVCA Voting Agreement provides the option to select the number of directors that the Board will consist of. Though optional, the NVCA Docs suggest that the Board initially consists of five directors, two of which are designated by investors.Section 1.5 of the Founder Friendly Standard says:New equity of any kind, including stock option pools, dilutes all equity holders equally. Therefore, no investor in the company has anti-dilution rights of any kind.NVCA Docs do not meet Section 1.5 of the Founder Friendly Standard. Subsection 4.4.4 of the NVCA Certificate of Incorporation provides for anti-dilution rights. There are two options provided, including a broad and narrow option, i.e. a “broad-based weighted average” anti-dilution provision and a “full ratchet” anti-dilution option.Section 2.1 of the Founder Friendly Standard says:Founders agree in writing they will give and receive performance reviews at the end of each fiscal quarter for the first four (4) years.NVCA Docs do not address section 2.1 of the Founder Friendly Standard.Section 2.2 of the Founder Friendly Standard says:Sweat equity vests each month over a period of four (4) years with a one (1) year vesting cliff. Vesting begins on the date shares are issued.NVCA Docs do meet Section 2.2 of the Founder Friendly Standard. Section 5.3 of the NVCA Investor Rights Agreement suggests a 4-year vesting term with 1-year vesting cliff. This is required not only for sweat equity but for “all future employees and consultants.”Section 2.3 of the Founder Friendly Standard says:Founders keep all information confidential and assign the company all intellectual property created within the scope of their work for the company.NVCA Docs do meet Section 2.3 of the Founder Friendly Standard. Section 2.19 of the NVCA Stock Purchase Agreement says current and former employees, consultants, and officers of the Company represent they’ve executed confidentiality agreements. Furthermore, Section 2.8 of the NVCA Stock Purchase Agreement provides that the Company represents that all “employees and consultants have assigned all intellectual property rights.” Key Employees also must not have excluded works or inventions from their assignment of inventions. However, the term “Founder” is not used in the NVCA Docs, so it may be important to note that there is the possibility for a founder to fall through the cracks of this Standard if they do not fit into one of the above-stated categories, such as an “employee, consultant, or officer.”Section 2.4 of the Founder Friendly Standard says:Due to potentially devastating tax consequences, the company tells individuals receiving sweat equity in the United States to consult with a tax professional about making an election under Section 83(b) of the Internal Revenue Code. Founders who live or pay taxes outside the United States are similarly advised to consult tax professionals about applicable local and national taxes.NVCA Docs do meet Section 2.4 of the Founder Friendly Standard. Section 2.22 of the NVCA Stock Purchase Agreement provides a representation by the company that all elections and notices for 83(b) have been or will be filed. However, there is no recommendation for individuals to consult any tax professional regarding 83(b) elections.Section 2.5 of the Founder Friendly Standard says:Non-compete restrictions only apply to employee or independent contractor agreements and do not survive termination. The company’s bylaws and other investor agreements are either silent on the issue of non-competition or expressly allow competition.NVCA Docs do meet Section 2.5 of the Founder Friendly Standard. Under Section 2.19 of the NVCA Stock Purchase Agreement, all key employees must sign a non-solicitation (and non-compete is bracketed as optional); this meets Founder Friendly Standard. It is worth noting that Section 2.11(b) of the NVCA Stock Purchase Agreement requires that the Company must represent that “no officers, directors, or employees, or respective spouses, children, or affiliates” are engaged in relationships with the Company's competitors up to the time of closing the investment transaction; it is not express language that prevents competition moving forward.Section 3.1 of the Founder Friendly Standard says:For at least the first two (2) years of operations, the company will not agree to pay the legal expenses of any investor as a condition of investment.NVCA Docs do not meet Section 3.1 of the Founder Friendly Standard. Section 6.8 of the NVCA Stock Purchase Agreement provides that the Company pays the reasonable fees and expenses of counsel for the lead purchaser, up to a capped amount. Under Section 5.8 of the NVCA Investor Rights Agreement, in the event of a sale of the Company, the expenses for investor counsel is to be borne by the Company.Section 3.2 of the Founder Friendly Standard says:For at least the first two (2) years of operations, the company does not agree to binding arbitration with any investor.NVCA Docs do not meet Section 3.2 of the Founder Friendly Standard. Section 6.16 of the NVCA Stock Purchase Agreement provides for:The option of courts in a particular jurisdiction,Or two options for arbitration, using AAA or DRAA rules, both of which include binding provisions with no two-year prohibition.Under the DRAA alternative, there is the option to remove the waiver of the right to appeal.There is no distinction made between investors or founders.Section 3.3 of the Founder Friendly Standard says:For at least the first two (2) years of operations, the company does not agree to binding arbitration with any Founder.NVCA Docs do not meet Section 3.3 of the Founder Friendly Standard. Section 6.16 of the NVCA Stock Purchase Agreement, Section 6.4 of the NVCA Right of First Refusal and Co-Sale Agreement, Section 6.11 of the NVCA Investor Rights Agreement, and Section 7.16 of the NVCA Voting Agreement, all provide for:The option of courts in a particular jurisdiction,Or two options for arbitration, using AAA or DRAA rules, both of which include binding provisions with no two-year prohibition.Under the DRAA alternative, there is the option to remove the waiver of the right to appeal.There is no distinction made between investors or founders.Section 4.1 of the Founder Friendly Standard says:Upon any transfer or sale of Founders’ super-voting equity, the portion of equity transferred converts to the class of equity described in Section 1.3. This also includes any transfer to a Founder’s estate, spouse, or heirs.NVCA Docs do not meet Section 4.1 of the Founder Friendly Standard. There is no super-voting equity provided for in the NVCA Docs; and as such, there is no conversion mechanism, as provided for and in accordance with the Founder Friendly Standard.Section 4.2 of the Founder Friendly Standard says:The company has the right of first refusal on any transfer or sale of equity for up to forty-five (45) days, but it cannot veto a transfer or sale. This provision is void after a company’s stock is listed on a public exchange such as the NASDAQ, OTCBB, New York Stock Exchange, etc.NVCA Docs do not meet Section 4.2 of the Founder Friendly Standard. While Section 2.1(b) of the NVCA Right of First Refusal and Co-Sale Agreement does provide the Company with the first right of refusal for up to 45 days, Section 3.3 of the same agreement says equity cannot be transferred to (a) an entity which directly or indirectly competes with the Company, in the Board’s discretion; or (b) any customer, distributor, or supplier of the company if the Board determines it would put the Company at a competitive disadvantage. Section 3.2 of the same agreement provides that this right of first refusal shall not apply to the sale of stock to the public in an IPO.Should I accept a venture capital deal that isn’t founder-friendly?NVCA Docs meet only five of the issues addressed by Founder Friendly Standard (sections 1.3, 2.2, 2.3, 2.4, and 2.5). NVCA Docs conflict with nine of the issues (sections 1.1, 1.2, 1.4, 1.5, 3.1, 3.2, 3.3, 4.1, and 4.2) and are silent on one issue (section 2.1). Nearly all the issues carry long-term ramifications.Signing an investor-friendly angel investment or venture capital deal can ultimately result in you getting fired from your own company. Investors fire founders more often than you think. It happened to Steve Jobs at Apple, Sean Parker at Plaxo, and the people who wrote Founder Friendly Standard.Whatever agreement you sign today will be following you into the future. If you’ve built a customer-funded business, you should delay investment until you can get terms that you’re comfortable living with.If your Texas-based startup has received a term sheet from an investor and you’d like to talk through the issues, visit our law firm’s website at https://www.fultonstrahan.com* Limit of Liability/Disclaimer of Warranty: Keith Strahan and Josh Mathews (“Authors”) are not providing any financial, economic, legal, accounting, or tax advice or recommendations on this site. Although Authors are attorneys licensed in Texas, the information contained on this site was prepared for general information purposes only, does not constitute research, advice, or a recommendation from Authors to the reader and is not a substitute for personalized financial or legal advice. Neither Authors nor any of their affiliates make any representation or warranty as to the accuracy or completeness of the statements contained on this site. Authors and their affiliates expressly disclaim any liability (including any direct, indirect, or consequential loss or damages) for all posts and their content.Footnotes[1] Are there any standard contract templates that investors and founders can use for startup funding?

The “Cerny Method” is a game development methodology credited to Mark Cerny of Insomniac fame, to which he at least partly attributes the quality of some of their games (Ratchet and Clank in particular).Basically the idea is that you give over about half your entire development time to pre-production, which includes rigorous iterative prototyping. By the end of that phase you should come out with one good level; not necessarily the first level that players will experience, but probably a level from the middle of the game that represents the overall bar of quality you want to hit and a large chunk of your game’s mechanics. Kind of like a vertical slice, but a vertical slice that you’d feel good about shipping as part of the game.Note that this isn’t to be confused with an alpha. When you’ve created this first playable, you still will not have created an alpha yet.Everything else leading up to that is constant trial-and-error prototyping of the game’s various systems and interactions. Make a prototype for the movement, make a prototype for the inventory, make a prototype for weapons, make prototypes for level forms, make a prototype for dialogue. Paper prototypes, in-engine prototypes, white-box test gyms, graphics tests, one way or another you experiment with everything you can experiment with as early as possible, all of it as quick-and-dirty as you can get away with while still getting the idea across. Think Capsule-Man’s Adventures in Box Land.The idea here is that while design documents are all well and good, truly they are at best an educated guess about what will or won’t make a fun game, and you don’t really know what’s going to be fun until you have your hands on a controller and get to see it happening on a screen. So, don’t procrastinate by writing design docs, don’t design yourself into a corner by getting overly attached to your initial direction, and put something on a screen — something that you can change, something that you can quickly try to see if it works.You want to be doing that as early and as cheaply as possible, because you’ll throw dozens and dozens of ideas in the scrap bin. But, it’s better for an idea to fail early in a white-box level with capsule-man as your avatar than for it to fail when millions of dollars of art assets have been dedicated to it. Over the course of months and months of your team collectively pursuing this you’ll sort of “discover” the game’s fun through all these prototypes and all the little details that make the experience better. Then when you hit full production you have a great deal of certainty about the quality and direction of the design as well as scope; both what your team can achieve and what kind of resources it will take to make a full project.As a few points of comparison, think about Blizzard’s “Project Titan,” the never-completed MMO that spent years in development before eventually being scrapped and reconfigured into Overwatch. Sometimes you can spend a really, really long time dedicated to an idea, even an abstract idea, that just never turns out to be a viable and fun game. Meanwhile, Devil May Cry started out initially as a prototype for Resident Evil 4 that went way, way off the rails relative to its intended survival horror niche, and eventually the team had to look at the studio heads and go, “well, we don’t know what we’re doing with Resident Evil on the PS2 yet, but we do know what we’re doing with this game.” It’s in the nature of gaming that fun is fickle, and when you find it, it’s like getting lightning in a bottle, to use Cerny’s own words. The Cerny Method is intended to forego these kinds of “false starts” and focus on finding and capturing that lightning, then solidify the final product around that.For all that this sounds really good in theory, though, the fact of the matter is that not every game developer ever is a Valve or an Insomniac, and not every producer is Mark Cerny. By this method if you have a three-year long project then one and a half years are given over to just pre-production, with only one level to show for it at the end… if a game comes together, and you hope that it will fit the product niche desired by whoever’s funding it. That’s a lot to risk on a year worth of if, and a lot of publishers would hesitate three or four times before approving a budget that includes a year-long pre-production milestone without a completely concrete goal. It’s honest about the process of designing and implementing a video game and all the uncertainties it entails, but that’s hardly comforting, and there’s a lot of bean-counters that would prefer being bullshitted and getting to imagine that the production is a tightly-wound clock rather than admitting that an initial plan can be wrong. It takes an awful, awful lot of faith in the production team and their ability to deliver for this kind of development to be authorized, so much so that I can’t be completely sure how much Insomniac themselves hold to Cerny’s method these days.… On the other hand, Naughty Dog’s post-mortems for Uncharted seem to use a lot of Cerny-derived terminology and concepts, particularly the idea of using a macro design chart over having hard documentation to follow. For some experienced teams I expect that this methodology will continue to be a useful series of guidelines for getting the most out of a project.