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Zuckerberg admits working for man claiming Facebook ownership

theregister.co.uk

51–60 of 67 posts

Re: Zuckerberg admits working for man claiming Facebook ownership

#51

Earlier quoted context omitted.

Also, why didn't he resolve the situation by either starting a new company or buying back his shares as soon as it was apparent Facebook could become something big?

Can someone please clarify the ethical as well as legal ramifications of subverting investors by starting a new company? For example: You start company A, in market M. Your investors give you 5k in exchange for 50%. You spend your 5k learning about market M and now you're diluted. What's stopping you from creating company B, to attack same market, but from an enhanced perspective?

In many cases, there are contracts in place to prevent exactly that.

When I cashed out of my first startup, I was legally prohibited for working in that domain for X years.

Re: Zuckerberg admits working for man claiming Facebook ownership

#52
Please see http://tech.fortune.cnn.com/2010/07/21/the-massive-hole-in-f...

We strongly suspect the contract is forged. We have not seen the original (no one has). Thus, we’re focusing on the things that are not open to interpretation and are indisputable -- Mark could not have given interest in a company that didn’t exist or and idea he had not thought of yet and, even if he could, the statute of limitations has expired.

Bret Taylor, Facebook CTO

Re: Zuckerberg admits working for man claiming Facebook ownership

#54
post #45
post #24

Earlier quoted context omitted.

While I think you're probably absolutely correct from a legal perspective, I also think that you're missing the point. This is interesting precisely because the contract is so amateurish, yet it appears that Zuckerberg actually signed the damned thing! As bizarre and weak as the claims may be to a lawyer, to a layman, this is the clearest evidence yet that Zuckerberg was involved in some shady dealings early in Faceb…

On the contrary, this is the kind of precedent I'm happy about, as a (youngish) entrepreneur. Take me for example. I'm working on my own startup. Eventually, I'm probably going to get funding, and sign into some kind of contract. Now the fact is, I'm no legal expert, and I don't have money to hire a legal expert from day one. The fact that the law makes some contracts unenforceable makes me feel much safer about not…

But if your would-be funders have to think too hard about what kind of contract they can offer you, that's enforcable --- they might not decide not to bother at all with funding you.

Re: Zuckerberg admits working for man claiming Facebook ownership

#55
post #17

The nature this case in relation to how it is being reported fascinates me. Let me summarize while making a few observations: 1. A guy comes out of nowhere and files a lawsuit in a state court in Allegany County, New York (population: about 50,000 - http://quickfacts.census.gov/qfd/states/36/36003.html ). 2. The lawsuit is filed on June 30, 2010 and consists of a grand total of 2 pages of allegations, coupled with a…

Well I'm not a lawyer, but from a complete laymans point of view I'm not sure I agree with all your points. I don't expect my opinion to be worth a lot to anyone, but I still think there are a lot of questions I'd want answered if I was financially invested in facebook. Firstly the contract is only a couple of pages long and the point about owning 50% of thefacebook is right there in the first paragraph. It might see…

The contract seems quite fair and it's worth pointing out that Andy Bechtolsheim invested $100,000 in "Google" before "Googol" was even incorporated. Google lore has it they changed the name just to cash the check. As far as 1% penalties, it's not unheard of (particularly in construction) to penalize lateness and reward early completion. This guy's lawyer may be a putz, but if it has merit he'll have no trouble hiring better counsel.

Re: Zuckerberg admits working for man claiming Facebook ownership

#56
post #17

The nature this case in relation to how it is being reported fascinates me. Let me summarize while making a few observations: 1. A guy comes out of nowhere and files a lawsuit in a state court in Allegany County, New York (population: about 50,000 - http://quickfacts.census.gov/qfd/states/36/36003.html ). 2. The lawsuit is filed on June 30, 2010 and consists of a grand total of 2 pages of allegations, coupled with a…

"This is where the reporting becomes interesting. I think this relates to a strong impulse to see Mr. Zuckerberg get some sort of comeuppance for whatever reason."

I have a more interesting theory on why this reporting is happening.

http://www.thesocialnetwork-movie.com/

The movie is based on the book "the accidental billionaires.". A significant part of the plot is around whether zuck cheated some dudes who contracted him to build something Facebook-like.

These news stories are marketing plant items intended to build hype for the movie.

Re: Zuckerberg admits working for man claiming Facebook ownership

#57
post #17

The nature this case in relation to how it is being reported fascinates me. Let me summarize while making a few observations: 1. A guy comes out of nowhere and files a lawsuit in a state court in Allegany County, New York (population: about 50,000 - http://quickfacts.census.gov/qfd/states/36/36003.html ). 2. The lawsuit is filed on June 30, 2010 and consists of a grand total of 2 pages of allegations, coupled with a…

"This is where the reporting becomes interesting. I think this relates to a strong impulse to see Mr. Zuckerberg get some sort of comeuppance for whatever reason." I have a more interesting theory on why this reporting is happening. http://www.thesocialnetwork-movie.com/ The movie is based on the book "the accidental billionaires.". A significant part of the plot is around whether zuck cheated some dudes who contract…

In the morning, btw.

Re: Zuckerberg admits working for man claiming Facebook ownership

#58
post #17

The nature this case in relation to how it is being reported fascinates me. Let me summarize while making a few observations: 1. A guy comes out of nowhere and files a lawsuit in a state court in Allegany County, New York (population: about 50,000 - http://quickfacts.census.gov/qfd/states/36/36003.html ). 2. The lawsuit is filed on June 30, 2010 and consists of a grand total of 2 pages of allegations, coupled with a…

Well I'm not a lawyer, but from a complete laymans point of view I'm not sure I agree with all your points. I don't expect my opinion to be worth a lot to anyone, but I still think there are a lot of questions I'd want answered if I was financially invested in facebook. Firstly the contract is only a couple of pages long and the point about owning 50% of thefacebook is right there in the first paragraph. It might see…

I leave it to New York lawyers to get into the fine points of the contract law here but I would add this to my earlier comments:

1. This contract is outrageous and unconscionable - not one founder among the thousands I have worked with over 25 years in Silicon Valley would even begin to consider giving away half or more of his company (much less 84%) for a $1K investment. If I tried to do this as a lawyer in a client's company, I would be instantly disbarred. This type of money typically gets someone a 1% interest or less, even at the earliest stage.

2. When I pay x dollars for item y, and the other party breaches the contract by failing to deliver y after I have paid my x dollars to him, I have been damaged and am entitled to a remedy. The normal remedy is an award of damages, which means I am normally entitled to the monetary value of y as of the date of breach or, if I rescind the contract for the failure to perform, to a refund of my x dollars. Applying this principle in Mr. Ceglia's case (and assuming he gets the best possible outcome in establishing liability), he would get either the monetary value of 84% of what Facebook was worth in the summer of 2004 (when it was first formed and when he became entitled to his equity interest) or else to a refund of his $1,000 - in each case, with interest accruing since the date of breach. If we assume Facebook is like the typical startup, and was worth at most a few hundred thousands of dollars at inception, Mr. Ceglia's maximum damages would be up to a couple of hundred thousands (plus interest since 2004).

3. For Mr. Ceglia to be get a judgment ordering Mr. Zuckerberg to convey 84% of his stock in Facebook to him, he would need to show that he is entitled to specific performance of the contract. This is an equitable remedy and a court will award it only where the item that was to have been a delivered has a "unique" aspect to it that cannot be compensated by damages (the classic example is a parcel of real property). I would doubt that stock would qualify as "unique" in this respect. Also, because specific performance is an equitable remedy, a court will only use such a remedy to do equity and will therefore not grant it where (just to pick a few items off the list in a Wikipedia piece on this remedy, http://en.wikipedia.org/wiki/Specific_performance) (a) it would cause severe hardship to the defendant, (b) the contract is unconscionable or illegal, (c) the claimant misbehaved (no clean hands), (d) specific performance is impossible, or (e) the contract is too vague to be enforced. As appears from that list (assuming that New York law generally conforms with this approach), Mr. Ceglia has some daunting obstacles to overcome before he can claim a share of Mr. Zuckerberg's holdings, even if he can prove that he was harmed by a breach of contract. Of course, those same equitable factors utterly preclude his being able to get specific performance in any way that would harm Facebook's innocent shareholders generally.

Re: Zuckerberg admits working for man claiming Facebook ownership

#59
post #45
post #24

Earlier quoted context omitted.

While I think you're probably absolutely correct from a legal perspective, I also think that you're missing the point. This is interesting precisely because the contract is so amateurish, yet it appears that Zuckerberg actually signed the damned thing! As bizarre and weak as the claims may be to a lawyer, to a layman, this is the clearest evidence yet that Zuckerberg was involved in some shady dealings early in Faceb…

On the contrary, this is the kind of precedent I'm happy about, as a (youngish) entrepreneur. Take me for example. I'm working on my own startup. Eventually, I'm probably going to get funding, and sign into some kind of contract. Now the fact is, I'm no legal expert, and I don't have money to hire a legal expert from day one. The fact that the law makes some contracts unenforceable makes me feel much safer about not…

"I will pay for actual legal counsel before entering a contract"

That's easy to say - when it comes down to getting a lawyer to review something or making payroll that months it starts to look a bit trickier - especially when you realize that having a lawyer review something actually only provides a very limited form of protection. Of course, if you have external investors you tend to use lawyers more as you have to be seen to be performing due diligence and, of course, you simply have more money.

Re: Zuckerberg admits working for man claiming Facebook ownership

#60

I hate these leeches. "Yeah, I hired him to shovel the driveway, and you didn't do the sidewalk behind the garage, so I own your house now."

I hate people that agree to one thing and then do another if it isn't what they want later on. "Yeah, I hired him to shovel my driveway. He said he invented a new shovel called "The Shovel" and needed money to sell it. I invested with him and now he says his new shovel, called "Shovel", is unrelated."
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