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

[Maculo]

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.

Do you mean Christopher Rose, the registered agent, or Christopher Parker who serves on the board of directors?

A registered agent, for many states, it just someone whom service of process can be served upon. It does not need to be an owner per se. Furthermore, the esquire designation likely means it was the attorney who set up the entity and filed documents with the California State Corporation Commission.

 

[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.

DO you mean Christopher Rose, the registered agent, or Christopher Parker who serves on the board of directors?

http://www.mobygames.com/developer/sheet/view/developerId,135315/

Not to be confused with the Tex Murphy Chris Jones.

 

[Mustawd]

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

That'd be weird. What a shit deal.

Anyways, in case anyone is interested:

Shareholders' agreements
Shareholders' agreements are relatively rare in companies whose stock is publicly traded, but they are prevalent in privately owned companies. That's because minority shareholders can create substantial problems in a small-company context, especially when they seek to sell or transfer their shares to third-party buyers.

To protect against potentially problematic situations, a shareholders' agreement can specify certain conditions under which one shareholder must sell shares to fellow shareholders or back to the company. For instance, some companies give the company the right of first refusal to buy back shares that pass to an heir after the death of a shareholder. Other agreements can force a sale based on other conditions, such as a merger offer or a change of control among corporate leadership.

The agreement will often set the amount of compensation that the selling shareholders will receive for their shares. In some cases, the payment the selling shareholders will get won't necessarily reflect the current fair value of the shares, but they will reflect a formula that all shareholders will have agreed upon when they initially signed the agreement.

Forced sales among shareholders aren't all that common, and in most cases, shareholders are happy to sell shares in situations involving acquisitions.

 

[Maculo]

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.

DO you mean Christopher Rose, the registered agent, or Christopher Parker who serves on the board of directors?

https://en.wikipedia.org/wiki/Chris_Jones_(game_developer)

Not to be confused with the Tex Murphy Chris Jones.

I misunderstood you Infini, my bad!

 

[Blakemoreland Hybrid Boss]

Which Financial Information Must a Corporation Provide to its Shareholders?:

California Corporations Code Section 1601 says, in relevant part (emphasis added), that “[t]he accounting books and records of any domestic corporation, and of any foreign corporation keeping any such records in this state or having its principal executive office in this state, shall be open to inspection upon the written demand on the corporation of any shareholder . . . during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder . . . . Such inspection . . . may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.”

 

[Maculo]

Which Financial Information Must a Corporation Provide to its Shareholders?:

California Corporations Code Section 1601 says, in relevant part (emphasis added), that “[t]he accounting books and records of any domestic corporation, and of any foreign corporation keeping any such records in this state or having its principal executive office in this state, shall be open to inspection upon the written demand on the corporation of any shareholder . . . during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder . . . . Such inspection . . . may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.”

The right to an accounting and records is pretty standard, but I think the preliminary issue to clear is whether MCA was a shareholder to begin with. A mere employee granted a share to the profits is not afforded the rights of a shareholder.

Edit: I must go, I have spent all my autism bucks on this thread and need to go refill. Hopefully, MCA comes back and clarifies, because I know everyone's favorite topic at the moment is the subject of incorporation, various business entities, and shareholder rights!

 

[Azarkon]

Which Financial Information Must a Corporation Provide to its Shareholders?:

California Corporations Code Section 1601 says, in relevant part (emphasis added), that “[t]he accounting books and records of any domestic corporation, and of any foreign corporation keeping any such records in this state or having its principal executive office in this state, shall be open to inspection upon the written demand on the corporation of any shareholder . . . during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder . . . . Such inspection . . . may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.”

The right to an accounting and records is pretty standard, but I think the preliminary issue to clear is whether MCA was a shareholder to begin with. A mere employee granted a share to the profits is not afforded the rights of a shareholder.

Indeed, and unfortunately, this might be the case, should we assume the only share holders are the three listed under the board of directors.

 

[Blakemoreland Hybrid Boss]

Monster Summoning VI: Urquhart

Protection from Evil

 

[Blakemoreland Hybrid Boss]

Don't be silly, how was he threatened?

Shut up, Feargus. Do you want to be tagged?

I have many clients

 

[ArchAngel]

Let me just remind people here that I openly stated in multiple topics I will no longer support Obsidian financially before this whole interview happened. So before it was cool to do the same.
I am the true Obsidian hater hipster.

 

[Irata]

Since he walked away with absolutely nothing, and I can't see that happening, I'm going to assume that "owner" or "partner" was only an honorary title and not a legal one.

 

[AwesomeButton]

This is getting really interesting. So, according to Chris, Feargus invoked an ability to take away Chris' share with no or next to no compensation.

Chris hadn't even signified he wanted to leave the company.

After being "de-ownered", he announced he is leaving, and then Feargus presented him with a very confining separation agreement. Chris refused to sign that, and hence lost the compensation provided in that agreement, leaving the company like any other employee.

In turn he retained the ability to talk about Obsidian, which he is now using.

 

[janjetina]

No – after raising some questions about company finances and other issues, Feargus de-ownered me (which I didn’t have a choice in)

It is incredible.
Can you elaborate on this? How was it even legally possible?

Edit: by "incredible" I don't mean that I don't believe. Only that I am flabbergasted.

Not only is it legal, but it is common in small business disputes, for the majority share holder to remove minority share holders from the company.

The only legal issue would've been taking away his shares - that is not usually legal without abuse.

Two years ago I was of a mind to bring up to three co-founders with me (all of them personal friends). I ended up not doing it because I envisioned the possibility of this kind of situation.

 

[Shadenuat]

I like how thread begins to turn into studying documents and addresses. Wanna bet on how low can we go?

 

[TT1]

Chris Avellone I am assuming that you have documents, emails, screenshots, etc to prove or support you, if its necessary...?

 

[AwesomeButton]

Next question, from a complete layman - aren't the grounds on which Feargus de-owned Chris disputable in civil court?

 

[Azarkon]

Depends on whether he had shares, and what was done to them. Profit sharing without shares is a benefit the board of directors can easily take away without any compensation.

 

[Irata]

I like how thread begins to turn into studying documents and addresses. Wanna bet on how low can we go?

We could start accusing a random person of being the Boston Marathon bomber with no evidence.

 

[Kingston]

Hey guys what's going on this thre-

 

[Parabalus]

Next question, from a complete layman - aren't the grounds on which Feargus de-owned Chris disputable in civil court?

Infinitron had the gist of it, who knows what Chris signed back in 2003 when he made the company. Especially with the many revelations about "Obsidian Upper Management", it truly may have been a deal with the devil. Add that the "very,very expensive" Obsidian lawyer to the mix too.

 

[Ohmsquare]

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

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.

So that's it? Just one page with no bylaws and association articles whatsoever? Is that common in US corp. law?

 

[IHaveHugeNick]

Next question, from a complete layman - aren't the grounds on which Feargus de-owned Chris disputable in civil court?

Oh, that's quite clear that he has no legal case to speak off. If he had, this thread wouldn't exist, as the first words he would hear out of a mouth of a lawyer would be to get the fuck off the internet.

 

[Mustawd]

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


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.

So that's it? Just one page with no bylaws and association articles whatsoever? Is that common in US corp. law?

It's just the articles of incorporation. The bylaws are in another document.

Here's an example of a template for AoI:

Spoiler

 

[Quillon]

This is so much fun guys! Let's read some docs!

 

[AwesomeButton]

Infinitron had the gist of it, who knows what Chris signed back in 2003 when he made the company. Especially with the many revelations about "Obsidian Upper Management", it truly may have been a deal with the devil. Add that the "very,very expensive" Obsidian lawyer to the mix too.

Oh, I think it's pretty safe to assume that Feargus and whoever else stands for "upper management" covered their asses.

For me the huge revelation from Chris' last post was that, according to this telling of events at least, he was pretty clearly forced out of the company. When you take a partner's share, just because you can, and this is someone whose character you are very familiar with, it's obvious you know what you are inviting him to do next.