RPG Codex Interview: Chris Avellone on Pillars Cut Content, Game Development Hierarchies and More

[IHaveHugeNick]

I have no idea how courts banning people from professions because of criminal activities would be relevant to the question of legality of lifelong non-compete deals.

It isn't. Let me help once again to bring the issue on track.

The argument here is that Chris was *threatened* with a "non-compete/NDA". Now, that is not just silly in the context of story writer/ game designer, it is also quite unethical considering we are talking about Chris Fracking Avellone.

Don't be silly, how was he threatened? If co-owner leaves the company, ownership needs to be sorted out, one way or another. The problem is, if you quit your job while neck deep in debt and in a middle of family health emergency, you're going to end up in a weaker position in regards to other partners, even if they play the most softball negotiations imaginable.

Even Chris himself acknowledges that a) his personal situation was affecting his ability to fight back and b) that under different circumstances what happened might have been considered "just business".

Now, he's too modest to say it, but I can certainly say that as far as us fans are concerned, Obsidian=Chris Avellone plus bunch of other people I don't give much of a shit about. It was his work that made Obsidian a household name and it was his work that kept them afloat all these years, and the thought he could just get the boot with not a single dollar is mind boggling.

But at the same time, a lot of the other stuff he complains about is rather in "1st world problems" category. If I had a company with a high profile departure on this level, I would absolutely try to block his ass from joining a competition, that's just common sense. The same goes from banning him on forums. It's like, well yeah, if you're going to be talking shit then nope, do it in the bowels of the internet on RPG Codex where no one will see it.

My takeaway from all this, is that they should treat Chris much more respectfully when he decided to leave, but apart from that, the show must go on and if he tries to start shit, and leaking the rather inconvenient details about Tyranny development certainly counts as trying to start shit, Obsidian are well within their right to defend themselves by any means necessary.

 

[Maculo]

Furthermore, I would be curious how a buyback would leave him with no compensation for it.

The agreement could specify the share price, which might be peanuts due to it being an outdated price or just because fuck you.

You can do all kinds of fuckery with this type of contract. If the private share issuing power lies with the majority of owners, they can issue new shares to themselves such that Chris's (or whoever the suppressive person is) total number of shares isn't worth squat. You're taking a paper value, of which Chris's is worth something, and increasing the majority's number of shares by, say, 3 orders of magnitude. The minority partner will have then lost 3 orders of magnitude of worth. it's 3/10 vs 3/10000.

Right. Some states do have laws for LLCs, for example, that prevent this. But fuck if I know what OE is. LLC? LLP? :itisamystery:

Corporation per public CA SCC docs.

 

[iguana_trader]

I'll give a shot at asking some questions to Mr. Avellone:
How would you describe Obsidian's relationship with SEGA? Considering Tyranny's... alleged fund mismanagement... would you say similiar thing happened with Alpha Protocol? We already know SEGA got conned by ALiens: Colonial Marines devs.
Also, at the time Alpha Protocol kinda flopped, SEGA resigned from developing AAA titles (they had a string of commercial failures - but games were actually good), when they returned to AAA console fare with Alien games, they all underperformed, but looking at Alien:Isolation they did not spare expenses, and even though the game underperformed at first, it is selling to this day. Do you think that if AP was shipped in similiar quality to that Isolation game, it would be selling a bit better after all this years?

 

[Mustawd]

Yes, but “owner” would denote an equity stake, whether majority or minority, while “founder” wouldn’t necessarily mean anything. Avellone has been using the word “owner”.

No it does not, technically. There are such things as salaried partners in accounting firms for example. They have an inflated salary and may share limited in the profits, but have no equity or voting rights.

“Partner” is yet another, different word, that no one has used here…

But whatever.

Look to have "owners" at all OE has to be either a sole proprietorship, and LLP (partnership), an LLC,an S Corp or some other passthrough type entity. Or a corporation.

In all these structures you'll have multiple owners. "Partner" is used to denote an owner in an LLP, because it's a partnership. In my example, the biig 4 audit firms are partnerships, hence "Partner". However, the concept of minority ownership cuts across all the structures. S

 

[Barnabas]

I have many clients

 

[Diablo169]

Well i'm all caught up. What a ride.

 

[Mustawd]

Furthermore, I would be curious how a buyback would leave him with no compensation for it.

The agreement could specify the share price, which might be peanuts due to it being an outdated price or just because fuck you.

You can do all kinds of fuckery with this type of contract. If the private share issuing power lies with the majority of owners, they can issue new shares to themselves such that Chris's (or whoever the suppressive person is) total number of shares isn't worth squat. You're taking a paper value, of which Chris's is worth something, and increasing the majority's number of shares by, say, 3 orders of magnitude. The minority partner will have then lost 3 orders of magnitude of worth. it's 3/10 vs 3/10000.

Right. Some states do have laws for LLCs, for example, that prevent this. But fuck if I know what OE is. LLC? LLP? :itisamystery:

Corporation per public CA SCC docs.

Ehh, so it's a closely-held corporation. Meh, all we're discussing still applies. I mean there will be differences in what can and cannot be done, but minority stake ownership is still a concept that applies.

 

[mondblut]

I am not saying anything, just curious how many pizza deliveries are there in Irvine, CA?

 

[Maculo]

Articles of Incorporation below in case anyone is interested (probably no one )

I am not saying anything, just curious how many pizza deliveries are there in Irvine, CA?

I wouldn't, because it is poor form. Furthermore, the intent behind the addresses (from 2009) are to help potential plaintiffs and not troll officers that may have nothing to do with this.

 

[Mustawd]

Any access to the Common Stock documentation?

 

[Blakemoreland Hybrid Boss]

Codex before: What is an RPG?

Codex now: What is an Owner?

What can change the nature of a shareholder agreement?

 

[Blaine]

Well, that was three posts posted at almost the exact same time. This thread is on fire again.

I'm glad we have a real beancounter in this thread to clarify financial matters.

Heh. Beancounter. Do you get it, guys? It's because he's part Latino!

 

[agris]

asked and answered.

 

[Delterius]

Plot twist: this whole thread is a successful attempt to use the combined powers of stalkery and autism for free court advice.

 

[Parabalus]

Codex before: What is an RPG?

Codex now: What is an Owner?

What can change the nature of a shareholder agreement?

Apparently threatening health insurance while cancer is in play .

 

[Infinitron]

These documents appear to suggest that the relatively unknown fifth Obsidian owner, Chris Jones, has the same lesser status as Chris Avellone. Neither is signed.

 

[Bohr]

Can picture MCA chuckling as he dropped that latest bomb before heading out for the day, knowing we'll debate shares, corporate structures and partner shenanigans for the next 30 pages... then he'll pop in later to fire things up again with an anecdote from the staff Christmas Party involving Feargus and Sawyer's juicer...

 

[Azarkon]

It doesn't say anything about who holds what shares in the company, though. Only the names of top management and board directors.

 

[Maculo]

Any access to the Common Stock documentation?

Obsidian is not filed with the SEC (i.e., no entry on Edgar SEC directory), which is not big surprise because it is not a public corporation that falls under the registration requirements.

 

[Blakemoreland Hybrid Boss]

What can change the nature of a shareholder agreement?

Apparently threatening health insurance while cancer is in play .

Do you want to remain an owner, Parabalus? Shut your fucking mouth.

 

[Parabalus]

Plot twist: this whole thread is a successful attempt to use the combined powers of stalkery and autism for free court advice.

If /pol/ can air strike Syria, just think of what the 'Dex can do .

 

[Blaine]

It doesn't say anything about who holds what shares in the company, though. Only the names of top management.

That's likely to be private information, especially if the company isn't publicly traded. Even if it is, I don't think that shareholder information would be publicized. It's legally required for certain information pertaining to a company to be a matter of public record, though.

 

[aratuk]

Yes, but “owner” would denote an equity stake, whether majority or minority, while “founder” wouldn’t necessarily mean anything. Avellone has been using the word “owner”.

No it does not, technically. There are such things as salaried partners in accounting firms for example. They have an inflated salary and may share limited in the profits, but have no equity or voting rights.

“Partner” is yet another, different word, that no one has used here…

But whatever.

Look to have "owners" at all OE has to be either a sole proprietorship, and LLP (partnership), an LLC,an S Corp or some other passthrough type entity.

In all these structures you'll have multiple owners. "Partner" is used to denote an owner in an LLP, because it's a partnership. In my example, the biig 4 audit firms are partnerships, hence "Partner". However, the concept of minority ownership cuts across all the structures. S

Yeah, and under that concept, as you said, there would be a mechanism for buying out a minority owner.

Aside from licensed professionals, like accountants or lawyers, who else often forms LLPs? I was using the definition of owner that I thought Avellone most likely meant, and that would seem to require a buyout.

Maybe, though, their stated mechanism for valuation puts them at zero.

 

[Azarkon]

Yeah, so only Chris can answer a question like that.

 

[Irata]

Unfortunately, if one wanted to see all the by-laws and whatnot you'll have to write to Obsidian to get them.