Cruise - <AUTHOR> http://blog.samaltman.com/cruise <comment><USER2> I cannot fathom why the majority of commentators here are automatically agreeing with Sam that Jeremy is in the wrong.

If you look at the facts, it seems obvious that Jeremy is entitled to some compensation. He worked for the company for 1 month, without compensation. That would automatically entitle him to equity in the company. Now, they could have (and should have) signed a stock agreement with a cliff in it, but the _did not_. The cliff only exists _if_ they agree to it.

I have no idea what Jeremy is asking for, but it seems like he should absolutely be entitled to some equity. He never agreed to give up the equity he earned from working on it for a month.

I suppose this underscores the importance of having legal agreements with anyone who works on your company, _especially_ anyone you jointly apply to programs with.

<comment><USER3> Can I ask why Jeremy would be entitled to anything since nothing was ever signed? If Kyle had a verbal agreement with Jeremy to pay him X or give him Y equity in exchange for the work he did, I don't see that in Sam's post or in the complaint that was filed. Without a signed agreement nor a verbal agreement, why would the courts give Jeremy anything?

<comment><USER2> You and I work on a company together for 10 years. We never sign a legal document determining the equity structure.

You then incorporate and sell the company. Do you think I shouldn't be entitled to a portion of those proceeds?

Stock agreements amongst founders largely exist to _limit_ your claim to equity. Without them, everyone working on a project is essentially an equal partner.

<comment><USER4> There is a tree outside my house. I never signed anything with the owner of the tree, but I took care of the tree watering it everyday for 10 years.

The owner of the tree now sells the tree. Am I now entitled to a portion of those proceeds?

<comment><USER5> I worked for a guy once who had a piece of farmland. Right behind his land was another piece of land that did not have road access. He had a farm lane bisecting his land and he let kids use it freely to access the hills on the other land with their bikes.

A real estate developer bought the other piece of land. He hired a lawyer who filed a lawsuit saying that after a number of years of access that farm lane had become a public road even though those kids were illegally accessing that other piece of land.

The real estate developer won his case and had the farm lane paved and declared a county road. The developer then started a subdivision and eventually purchased my bosses land to extend it. If my boss had kept his farm gate shut and padlocked none of it would have happened but he was trying to be a nice guy and paid dearly for it.

<comment><USER6> This was extremely scummy of the real estate developer and I'm surprised it actually happened. Do you have any idea how the real estate developer and their lawyers managed to win the case?

<comment><USER7> Actually the law is often on their side, so it was likely not hard. Around here this happens all the time and so people are aware that gates need to be locked, signs posted etc, otherwise a Prescriptive Easement may be created : [http://www.dirtlawyer.com/pe-summary.html](http://www.dirtlawyer.com/pe- summary.html) IANAL but I have paid one in the past to get advice on this subject. ymmv, laws vary by jurisdiction, etc.

</comment></comment></comment></comment></comment></comment></comment><comment><USER8> This has the potential to derail the merger, not just delay it, and would explain Jeremy's position.

The reason is that any acquirer will ask for the consent of a very high threshold of shareholders for an acquisition. We're talking sometimes as high as 95% of shareholders. Note that this is not people with options, but those who are actual shareholders. In practice, this isn't a problem because usually you have the shareholders generally lined up before you start the process of sale. And you also have drag-along provisions in the various stock agreements where the stock holder agrees to vote with the majority of holders of that class of stock, so large holders can pretty much make a merger happen if they wish.

In this case, Jeremy can claim that he is owed a huge percentage of the equity. Because there are no written agreements where his rights to the equity lapse, regardless of how long he worked, that putative equity is his. And in that case, more than enough for him to veto the merger.

Tough spot for Kyle to be in, but I'm shocked with his prior startup experience that he didn't get this resolved earlier. It would have been easy to have something be written up and signed for next to nothing right as Jeremy left.

I sympathize with Sam and Kyle over this, but unfortunately the legal world is an alternative universe, and they need Jeremy to close the deal.

<comment><USER9> Assuming Sam's story is accurate, and given your comments: "In this case, Jeremy can claim that he is owed a huge percentage of the equity. Because there are no written agreements where his rights to the equity lapse..."

This sounds like anyone can make the claim. If they set foot in the office, they have a claim. Perhaps someone substituted for the usual janitor one night; then he shows up with a claim. Maybe someone had lunch in the same restaurant nearby, chimed in with a sarcastic comment about anything, and shows up over two years later with a claim.

I cannot fathom the situation being tenable.

"It would have been easy to have something be written up and signed for next to nothing right as Jeremy left." And if Jeremy refused to sign? Would that have been further evidence (e.g. of Kyle trying to push Jeremy out) Jeremy can use against Kyle in this situation to say he's owed more?

<comment><USER10> > someone had lunch in the same restaurant nearby, chimed in with a sarcastic > comment about anything, and shows up over two years later with a claim.

There's a substantive difference between this sentence, and someone who is listed on a written, successful, YC application as a founder of the company. As such your comment is disingenuous.

<comment><USER11> I don't really have alot of experience in this, but sam says there that Jeremy left the YC interview, doesn't that mean he wouldn't be on the application? I'm sure there's more to it, thus why I'm asking.

<comment><USER12> With YC, the applications are closed from editing and locked down before the interviews. The application can't change at/after the interview. Also the interview is only 10-20 minutes so you don't have a lot of time to talk about legal issues etc.

<comment><USER13> Was that always the case?

</comment></comment></comment></comment></comment></comment><comment><USER14> sama: can you comment on the various personal and financial interests you have in this case? Would you name and shame for a YC company in which you had not invested as an individual? One not run by a personal friend? One not about to be acquired for huge money and become another home run for YC?

Or similarly, you note in this post that you spent a whole day dealing with this issue. Hanging around HN we frequently read about how YC partners' time is in high demand, many applications to YC are viewed for literally only seconds, office hours are in fact not hours, etc. Would any YC company get such a chunk of your time?

I certainly don't mean to be some jerk on the internet telling you how you may or may not spend your hours. That's a) not my place and b) a topic I'm not qualified to philosophize on.

Nonetheless, it's more than a bit disconcerting to read a blog post which starts out with "here are some of my various connections to an interests in this company" followed by "and I'm doing them special favors, apparently at risk to myself, including writing this blog post."

This blog post gave me quite a sense of "well, sama and YC have a solid moral compass and plenty of self confidence but don't always follow the rules." The "I'm making an exception of my usual don't-be-on-YC-company-boards policy to be chairman of two YC companies" post from a year ago [1] had a similar vibe. Both posts made me wary of YC.

[1] [http://blog.samaltman.com/energy](http://blog.samaltman.com/energy) Maybe I should clarify that I'm rooting for Helion and UPower and hope they go far with Sam. But a policy of I won't be on YC boards unless it's for my favorite company in one of my favorite application areas sounds a lot like I've given up desserts and other refined sugars (except warm brownie sundaes with ice cream and chocolate sauce).

<comment><AUTHOR> Sometimes you have to be willing to risk your personal reputation to stand up for what you believe in.

Yes all day every day I do things for YC companies I'm not close to, but our biggest exit ever for sure gets extra attention. In any case, I think you'd be surprised to see my calendar. We paradoxically spend the most of our time on the least successful companies, and trust that doing so will help us get to fund the next Airbnb.

I do try to always disclose conflicts. And it's definitely true that areas like nuclear energy that I'm personally passionate about and believe I can contribute to will get extra attention from me.

<comment><USER15> I can personally attest that Sam helps out all the companies I've seen that ask, whether or not it helps him in any way. That sort of person is rare in the ecosystem and should be celebrated, not questioned like this. We're attacking him for being honest and giving full disclosure? Really?

The obvious parallel one could draw here is Ron Conway -- these folks help startups because they can, not because they're profiteering. The suggestion is almost offensive given what Sam has done here, which I don't think most people would have had the guts to do. I doubt any legal counsel would have suggested he post this, anyway.

Few folks put in more time, energy, and effort than Sam does to help startup founders, and I think that's partially how he's built up such a world-class reputation.

Sam is making a bold move here with this blog post, given the case. We should be celebrating him doing the right thing here. A lot of folks wouldn't want to publicly touch a topic like this given the legal case.

Any startup would be lucky to have his help, and he's probably the most gracious and helpful person in the startup ecosystem you'll be lucky enough to meet. The fact he's been an investor in the past is, I suspect, more a byproduct of the fact he meets with so many startups as he does. If you spent all day meeting with hedge fund managers, for instance, you'd likely end up being an LP or advisor for at least a couple of them. That doesn't affect the quality of your hedge fund decisions or advice.

Sam has helped me when he had no vested interest in doing so, and I'll always be grateful for that.

</comment></comment></comment><comment><USER16> We obviously only know one side here, and this issue will doubtless bring all the contrarians and tinfoil-types to the yard.

However, even if we entertain the notion that Jeremy had some sort of de-facto equity interest in the company (a claim for which there is seemingly zero present evidence); can we at least agree that is _uniquely_ shitty to suddenly level these claims days after the acquisition is announced?

One does wonder why this moral injustice wasn't righted promptly in the days, weeks, months, or years following his involvement in the company. More facts will likely emerge, but the timing alone seems like prima facie evidence of rank opportunism on his part.

<comment><USER17> _> can we at least agree that is uniquely shitty to suddenly level these claims days after the acquisition is announced?_

Would you prefer that he wait until after the acquisition closes and then have to fight a multi-billion dollar corporation and a newly minted billionaire cofounder? He obviously feels he is owed something, and strategically, it was now or never.

I cofounded a company, named it, was listed as the inventor on the company's patents, wrote its first product, had a written equity deal, and still got screwed on an acquisition like this. It wasn't for billions, but it was for more than $60 million. The acquirer was a multi-billion dollar company and once the deal was done (I didn't find out about the acquisition until after the fact) it was impossible for me to fight them.

I don't know what the merits of his case are, but looking at this from Jeremy's side, having been similarly positioned, he had no choice but to do this right now. Once GM has the company, unless Jeremy has some insanely wealthy backers willing to fund a very expensive legal fight for many years, all bets are off.

<comment><USER18> "He obviously feels he is owed something" Does he feel he is owed something just now? Why didn't he feel he was owed something at their sizable Series A [1]? It all just seems Opportunistic, someone just waiting to maximize their returns.

[1] [http://techcrunch.com/2015/09/18/cruise-2/](http://techcrunch.com/2015/09/18/cruise-2/)

<comment><USER19> I find that business is opportunistic in general, and those who are successful are generally opportunistic. To constrain oneself and to not take advantage of opportunities likely means your going to get beat by those that do.

<comment><USER18> I meant opportunistic in the "You knew you had no leg to stand on but are now trying anyway because the stakes are higher", sort of way,

not the "This is the right time to start a certain business" kind of way

<comment><USER20> > I meant opportunistic in the "You knew you had no leg to stand on but are > now trying anyway because the stakes are higher", sort of way,

This fully describes most of the VC-backed startup world. 95+% of the businesses fail and a few get lucky. Part of making that happen is trying just about anything and shooting for the moon.

<comment><USER11> What exactly was he waiting for? Hedging his bets? I get that this may be legal, but he seems to have only become interested in his stake because it might suddenly be worth something (alot). I'm actually surprised he's not worried that his sudden claim might not cause enough problems to lower it's value, i.e. scaring off GM.

</comment></comment></comment></comment></comment></comment></comment><comment><USER21> I am curious whether Jeremy reached out to ask for money first, or whether instead what happened is Cruise asked Jeremy to sign a waiver of rights and Jeremy wanted money to sign. I suspect it is somewhere between these variants. It does not make sense to me that Jeremy would just reach out "from the shadows" to demand a vig from this acquisition. If he did, and the alleged facts are true, shame on him.

But I wonder, how is Cruise concerned about Jeremy using their trade secrets if he never signed anything with the company? If they disclosed something to him when he was not an employee, and there was no NDA, then how is it a trade secret? Seems more likely that the acquirer saw Jeremy's name in diligence but without any signed NDA/Invention Assignment Agreement, and asked Cruise to close the gap by getting Jeremy to sign a waiver; then Jeremy asked for money to sign that (just speculating here). If this is how it went down, it's within normal bounds for Jeremy to request a payout. Maybe he asked for too much, but that is something that is purely a commercial dispute and I don't think deserves any moral outrage.

I may be missing something -- and probably am, having seen only this article and Cruise's complaint. But there is something that smells a bit off, when there's a rush to smear this guy using all the power of sama's fame, and the $ to hire a big lawfirm to terrorize the defendant into submission.

<comment><USER22> If GM legal team is like legal teams I worked with in big companies then Jeremy name will definitely surface. And GM will ask guarantees that Jeremy will not pop up after acquisition is finished.

Depending on the situation some lawyer might even suggest to Jeremy to be quiet till acquisition is finished and then the law firm will hit GM with lawsuit.

So I think Jeremy signature is needed for acquisition to go thru and he probably asks a little more $$ for his signature than Cruise investors are willing to fork.

</comment></comment><comment><USER23> So here's the thing: I actually think some of this is Kyle's fault, even if that doesn't feel "great" to say. We had a similar situation with a third cofounder for a few weeks (who is still one of my closest friends, though admittedly it's been a while since we caught up). Our lawyers recommended having us (and him) sign a document when we incorporated and receive compensation (it was like $25 each) for the IP created prior to incorporation.

That would have resolved this whole issue, if they had thought about it before it really became a problem, no?

<comment><USER24> It doesn't seem like any IP was created by the guy in question.

<comment><USER23> We don't know that. We know that Kyle says that's true. Did Jeremy create the original logo? Did he come up with a particular idea? I'm sure these will all be things that come out in the case, but I hesitate to take one particular side's 'truth' as the whole truth.

Anyway, I'm just trying to inform folks that this is a possibility, and that they should take care of this sort of stuff early. It doesn't take long, and it isn't expensive.

<comment><USER25> I did make you a beautiful logo, didn't I ;) Yes, it's been a while.

One of the reasons I signed and took your $25 offer was because I wanted to live in a future where I _didn 't_ feel massively entitled to someone else's successes. At some point it makes sense to lock in your friendship with your friend-who-you-decided-to-maybe-cofound-with-but-stayed-in-Boston-instead and move on with your life, before money gets in the way.

That said, every story is different. Just because all I made for borski was a silly logo, doesn't mean that this Cruise fellow didn't make a more significant contribution. For better or worse, it looks like that story will play out rather publicly now.

<comment><USER23> I do kinda miss the rivets ;)

It will be very interesting to watch this play out.

</comment></comment></comment></comment></comment><comment><USER26> From personal experience, the moment someone does _any_ work on a project they have a claim. The state of CA is extremely worker friendly in this regard. I've made this stupid mistake twice in two different startups unrelated to Immunity Project. The first time, we had someone interview for a job and attend a few meetings. We ended up not offering them the job and they filed a complaint. We fought it and ended up spending nearly six figures on legal + more then you can possibly imagine to settle. It know this sounds insane, but its true.

The second circumstance was a co-founder who stole cash from the company and was booted. Similar end result. In both cases we had no documentation (classic startup excuse), and strongly believed in the premise that if you didn't do the work, you don't deserve to be paid. We lost in both cases. One of the primary drivers in both cases was the dreaded contingency attorney. Anytime someone is able to get an attorney to take a case on contingency with minimal out of pocket cost, they have little reason to be reasonable. And because filing is the nuclear option in the first place, they don't care about fallout. Contingency attorneys are paid a % of the resulting settlement so they will drive the case as hard as needed to extract the maximum outcome. In some cases the attorney will manipulate their client in pursuit of this outcome even if its not in their clients best interest long term. It was smart for Kyle to file first because it makes it harder for the other party to retain a contingency attorney who will cover defense in the deal. This will dramatically increase the other parties cost to litigate the case.

Lessons learned:

1\. ALWAYS put stuff in writing.

2\. NEVER have anyone do any "work" without some written agreement on compensation.

3\. The only winners in litigation are the lawyers.

4\. 3pt14159 makes a great point: ALWAYS settle early. The longer you let something drag, the more it will cost. Its always best to try to settle prior to either party filing a lawsuit. In this case it sounds like Kyle tried to settle first but was unsuccessful.

<comment><USER27> ALWAYS settle early. By leaving it be you're exposing yourself. Eyes get wider and wider as you raise more and more. When that $2m wire clears, if it means writing a $300k cheque or agreeing to a $1m payout over 5 years, just do it. Don't be idealistic when there are real stakes on the line. True, they can still bring you to court later, but you'll be in a _much_ better position.

<comment><USER26> Great point. Editing my post to include this.

</comment></comment></comment><comment><AUTHOR> Ok, I tried to answer questions here for awhile. I've got to head into other meetings for the rest of the afternoon.

BTW, my working assumption here is that Jeremy is a good person getting bad advice. I'm certainly not out to destroy his career, and I would talk to him about his next thing. We tried hard to keep this from being a public matter, but one things about YC good or bad is that we will do everything in our power to defend the people we fund if we think they're in the right. Since this was going to become public anyway, and Kyle can't say much, I wanted to clarify how hard Kyle worked to solve this privately.

And as a takeaway--put stuff in writing!!

<comment><USER28> I think you guys are impacted by the US law allowing anybody sue anyone for anything, always. In EU if someone has no contract/shares/employment in some sort of a paperwork, I feel like there'd be no problem whatsoever. I doubt one could even sue at all. If someone without % of the company can request anything, that's slightly worrying.

<comment><USER29> The EU absolutely allows for verbal contracts, it's just recommended against (like in the US) since it's so hard to prove.

</comment></comment></comment><comment><USER30> Knowing very little about the case, it's hard to take a side without legal due process. Statistically, from other similar cases, there's a good chance this Jeremy guy is probably full of shit. But this rubbed me the wrong way:

> Still, it's important to the way Silicon Valley works that such behavior not > be tolerated.

You're not above the law, nor should you have more say than any other resident in Silicon Valley (but by all means, vote in elections and write your congressman). If someone makes a legal claim, that's up for the courts to decide. They have every right to make such a legal claim. And investors have the right to fire back publicly, sure.

But this attitude is now starting to make me think that there's more to this:

> Kyle made an extremely generous offer to settle this claim by offering to > give Jeremy a lot of his own money.

Smart people don't settle if a claim is baseless. Baseless claims get thrown out quickly and easily.

Edit: from another top-level comment,

>To that point, the fourth cause of action is regarding "Trade Secrets" in the possession of the Defendant and states that "Plaintiffs have reason to be concerned that Defendant may attempt to use such trade secrets in his further endeavors" Which does prompt a question of how a person who never had any involvement in the company and its technology came to be in possession of its trade secrets.

And now I already have some reasonable doubt that makes me want to think a bit harder.

To re-iterate, I still think this Jeremy guy is most likely full of crap. But I am not a big fan of the attitude and public shaming of YC here. What this tells me is as follows: if I have anything to do with a successful YC company in the future and I get involved in a legal claim that looks unfavorable, some popular top investor could write a blog post shaming me and ruining my reputation for other startups. Not professional if you ask me.

<comment><AUTHOR> > Still, it's important to the way Silicon Valley works that such behavior not > be tolerated.

All I meant was to express my view there, but you're right, I don't like the way that reads either. I'm going to update it.

> Kyle made an extremely generous offer to settle this claim by offering to > give Jeremy a lot of his own money.

I think that happens in nearly all of these cases, which is part of why I find them so upsetting. People know that you can pressure people under extraordinary circumstances, like an acquisition closing, to give you something.

>To re-iterate, I still think this Jeremy guy is most likely full of crap. But I am not a big fan of the attitude and public shaming of YC here. What this tells me is as follows: if I have anything to do with a successful YC company in the future and I get involved in a legal claim that looks unfavorable, some popular top investor could write a blog post shaming me and ruining my reputation for other startups. Not professional if you ask me.

We tried every non-public method we knew of first. When it came time for the seal to be lifted, I wanted people to know how hard Kyle tried to settle. My original plan was to write a general post about this problem with no specifics after this settled, which I didn't like but thought was 95% likely to happen.

<comment><USER30> The frustration is understandable, it's a shitty situation and I've also had a "useless" "co-founder" try and hold onto equity that didn't vest, after he left and contributed little.

> I think that happens in nearly all of these cases, which is part of why I > find them so upsetting. People know that you can pressure people under > extraordinary circumstances, like an acquisition closing, to give you > something.

Yeah, this is a topic that deserves its own post for sure. Timing-wise though, if Jeremy has any claim at all, he needs to make it now before facing the acquirer's lawyers, so there's that angle too. I definitely think there's some nuance here, and am not sure what a superior system would look like.

> We tried every non-public method we knew of first. When it came time for the > seal to be lifted, I wanted people to know how hard Kyle tried to settle.

Do you see the logic of my last point though, why people would perhaps not look favourably of your public disclosure of this topic, even if you're right? Moreover, what was going public on the individual supposed to accomplish? Because it could sort of look like someone in power trying to strong-arm someone not.

Regardless, I wish the Cruise team and yourself the best, and a speedy departure from this issue. It looks like technology and legal claims are going to continue to interact in increasingly complex ways down the road.

<comment><USER31> > I've also had a "useless" "co-founder" try and hold onto equity that didn't > vest, after he left and contributed little.

What I am about write is blasphemy in this community, but needs to be said.

Contributions to a startup are not quantifiable. There are truism that float around the startup community like, "Ideas are worthless, execution is everything." these are helpful motivation tools but they create a black and white world, in a universe that is multi-dimensional.

When someone has an idea and someone else executes and the guy with the idea wants his "fair share" or in less extreme cases, like leaving before shares vest, there is this belief that one side is entitled to all equity and the other side didn't contribute anything.

In truth, the other side sees things differently, and that doesn't make one side right and the other wrong. It is never that black and white and general ideas like, "execution is everything" are great as general ideas but don't translate to every situation and each case needs to be evaluated independently.

If someone contributed to a startup and the other side has a different opinion about the value of that contribution. This is what the courts are for. Their job is to help decide, in this specific instance the value of that contribution was and how it relates to the nature of the agreement made between the parties.

Truism are not legal arguments and it's a mistake to assume that situations about contribution levels can be settled with them. Both sides believe they are in the right and are being wronged by the other party.

There are two ways to proceed from there. You can dig your heels in the ground on your position and try to pay to make the problem go away...Or you can accept that the other side also has a leg to stand on... try to understand their position and come to terms that leaves no one happy, but everyone satisified. Thats what compromise is about.

I think the startup community and this post is evidence of it believes that what they know is above the law.

This is a simple case of a dispute about money. Pretending it is about good guys and bad guys is being dishonest to yourself and others.

Edit: spelling

<comment><USER30> I agree with most of your post. I was trying my best to find common ground with sama's perspective in his. Because I have had similarly crappy situations that did make me incredibly frustrated. You bring up good points though:

> What I am about write is blasphemy in this community, but needs to be said. > > Contributions to a startup are not quantifiable. There are truism that > float around the startup community like, "Ideas are worthless, execution is > everything." these are helpful motivation tools but they create a black and > white world, in a universe that is multi-dimensional.

Amen, who gives a damn how fast you clmb the ladder if it's placed in the wrong spot? And it's such a simplistic point; often times the whole point of execution is to find a better idea. These ideas could be discovered through a combination of mental reflection, talking to customers, building prototype, ...

> I think the startup community and this post is evidence of it believes that > what they know is above the law. > This is a simple case of a dispute about > money. Pretending it is about good guys and bad guys is being dishonest to > yourself and others.

Yep. I don't care how many Airbnb's and Dropbox's you fund, you don't get to say what constitutes good and bad in a community.

At the end of the day, I think Sam got frustrated, acted a bit impulsively, and probably regrets how things turned out with the original post. But hey, mistakes build leaders, so if someone as public as him can reflect on it then all the better.

<comment><USER31> > so if someone as public as him can reflect on it then all the better.

I eagerly await this much anticipated reflection. For what I can tell he is a sincere, integrity driven, human being. Money has a way to messing with us and causing us to do all sorts of things we regret. I just hope he can see past his blind spots once the initial frustration wears off.

</comment></comment></comment></comment></comment></comment><comment><USER32> This show the incredible value of YC in general. Two of my friends ended up in a similar situation when were selling their companies and their VCs essentially told them something like: "Don't you dare to fucked up this merger, give them the money they're asking for."

Having a VC that stands behind you during time like this has an incredible value and should be considered by any founder(s) when thinking about applying to YC.

<comment><USER33> An alternative viewpoint (with the caveat that I know about the specifics of this case) is that if you leave a YC company, then not only can you be denied compensation for your work, but you may be sued for trying to make a claim for it.

<comment><USER34> Read the post. Jeremy was never a part of YC, and did not make any meaningful contributions to the company.

If this action scares other people like Jeremy away from YC companies, that would be wonderful :)

<comment><USER33> I did. He was involved in the company prior to YC, and initially applied as a cofounder.

</comment></comment></comment></comment><comment><USER35> "Still, it's important to the way Silicon Valley works that such behavior not be tolerated."

Who are you to say what is or is not tolerated in SV?

Sam, you and YC seem like good people, but language like that makes me not want to be your fans.

It sounds very elitist.

<comment><AUTHOR> Fair point, I don't like the way that reads either. I deleted it until I have time to rephrase it.

</comment></comment><comment><USER36> I have seen my fair share of co-founder disagreements, and I have issues with several parts of Sam's comments:

 _Even if Jeremy had signed a stock agreement, he wouldn't have reached the standard 1-year cliff for founders to vest any equity_

Sam, are you recommending that co-founders with no salary be subject to a 1-year cliff? I have always argued that it's a bad idea, and today's case is the perfect example: if someone who is not paid leaves before 1 year, they receive absolutely nothing for their work. That's not right. I'm fine with a 1-year cliff for early employees who get a salary (see FAQ section of [http://foundrs.com](http://foundrs.com))

To play devil's advocate, you need to hear both sides of that story. Of course one month is not much time. But if I'm the one who said the one magic sentence that made Elon Musk fall in love with Mars and told him how to get there, and I can truly claim that without me, SpaceX wouldn't exist, do I deserve something? Hard to tell. By default, if two people start working on something, they are partners, 50/50\. That wouldn't be right either, but maybe the truth is not a 100/0 split.

EDIT: after having read the legal complaint, it sounds like that person was not an original co-founder, but someone who had some discussions _after_ the startup was incorporated. The only "oops" moment is having listed him as a co- founder on YC's application. You can imagine the scene in the courtroom: "did you or did you not list Mr X as a co-founder in the company's YC application? If so, are you lying to us now when you say he is not a co-founder or were you lying then?"

</comment><comment><USER37> Did anyone else read the linked complaint that was filed with the court? What I found interesting is it spends seven pages essentially painting the guy as a villain and claiming he had nothing to do with anything the company did then in prayer for relief it says they are worried he is going to take Cruise's trade secrets and use them in his own venture.

How can anyone claim that someone simultaneously had no involvement in your business and yet you are worried they have knowledge of and are going to use your trade secrets?

The whole complaint is very light on specific facts and contains a good dose of ad hominem language assailing the defendants character w/o alleging any specific actions taken by the guy to support the claim. It also alleges that the guy is interfering in the acquisition but doesn't specify how.

It seems like there is more to this story, unless they just managed to hire the world's worst lawyer.

<comment><USER38> Thanks for taking the time to read the linked complaint and share your impression!

</comment></comment><comment><USER39> Sorry to hear about all of this.

As a repeat solo founder and bootstrapper, I have an intense desire to spend the maximum amount of time satisifying my customers by helping them solve their problems. Sure, this approach often leaves a bundle on the table, but so what; lots of us just want to accomplish a lot and have fun building stuff and helping others, regardless of the payback.

I'm so glad I chose this way when I read stuff like this:

 _...long and sordid history..._

 _...should own a substantial amount of Cruise's equity..._

 _...interfering with the pending Cruise /GM merger..._

 _...offering to give Jeremy a lot of his own money..._

 _...avoid a protracted litigation..._

 _...worked incredibly hard to settle this claim amicably..._

 _...obvious ridiculousness of it..._

 _...incredible bummer these situations have to happen..._

 _...least sensible professional situations..._

 _...unfortunately these situations are not uncommon..._

 _...I place myself at risk talking about this..._

 _...say something before the lawyers can stop me..._

 _...such behavior not be tolerated..._

 _...personally involved all day on Friday..._

 _...time pressure because of the pending merger..._

<comment><USER40> Soliciting the levels of financial investment needed for Cruise to be successful would be difficult if the founders expressed the same sentiment, that they're trying to solve a problem regardless of the payback.

I don't think any business is immune to legal trouble. I sincerely hope you don't experience any yourself (ever), but if you do you may find yourself using similar language.

</comment></comment><comment><USER41> Knowing absolutely nothing about this case, and assuming Sam is 100% right, I think it is a bit unfair for Sam to use his huge PR advantage. Obviously, it's just business, and it's good to see Sam and YC putting their considerable PR weight behind one of their companies, but it's also problematic, especially at this point in time, where it doesn't seem like the other side has done any PR (otherwise this move is perfectly understandable). Maybe Jeremy will withdraw his claim? Maybe he'll take the next settlement offer? Maybe he's an opportunist, but maybe he truly feels he's been unjustly harmed (and maybe both)? And maybe he's just so angry with himself for dropping out that he just can't let it go? Is it really necessary to air this in public, possibly destroying a person's reputation, when you might well win anyway (and it is unlikely that this post would change the outcome one way or the other)? Or is it just a form of deterrence to others?

<comment><USER42> Meta: What's with all the down-voting these days? Down-voting is not for disagreeing. If you do, engage the debate.

<comment><USER43> Is there a way to downvote without flagging on HN?

<comment> atom-morgan Yes. There's a karma threshold.

</comment></comment></comment></comment><comment><USER44> It's going to be amusing if GM realizes that Cruise doesn't have much technology and bails on the deal. GM/CMU has successfully demonstrated a Cadillac driving around Washington DC in traffic.[1] Cruise crashed into a parked car in San Francisco.[2]

[1] [http://www.cmu.edu/news/stories/archives/2014/june/june24_co...](http://www.cmu.edu/news/stories/archives/2014/june/june24_congressforaride.html) [2] [https://www.dmv.ca.gov/portal/wcm/connect/bc21ef62-6e7c-4049...](https://www.dmv.ca.gov/portal/wcm/connect/bc21ef62-6e7c-4049-a552-0a7c50d92e86/Cruise_Automation_01.08.16.pdf?MOD=AJPERES)

<comment><USER45> While I also think that the GM/Cruise acquisition is terrible, it should be noted that the linked accident occurred during "Conventional" mode and not "Autonomous" mode.

<comment><USER44> Read the report. The automation swerved to the left, then to the right, then the driver took over, but too late. Yes, the vehicle was on manual at the point of the crash.

I refer to this as the "deadly valley". Autonomous vehicles cannot rely on the driver as an immediate backup. This is what happens if a system does that.

</comment></comment></comment><comment><USER46> Finding a cofounder is often like dating. You sometimes need to "date" a few people before you find a "girl/boyfriend" (aka cofounder). It's too early for contracts or equity splits at this point, which results in enough ambiguity later on that these issue can arise.

I hate the formality of contracts, but is there any good procedure early on for avoiding this in the future? It seems every billion dollar company has a "secret" cofounder that shows up when the money does. I know I've definitely shared ideas and even code with friends, long before my startup became an incorporated startup.

I'd feel silly and presumptuous if I started handing out contracts, of course. Maybe something more along the lines of the YC handshake protocol, as opposed to a formal contract? Does it legally matter if you say "Hey, just wanted to acknowledge we talked a lot about this, and wanted to make sure you were okay with [terms]" and record the response?

<comment><USER47> _I hate the formality of contracts, but is there any good procedure early on for avoiding this in the future? It seems every billion dollar company has a "secret" cofounder that shows up when the money does._

Yes get a lawyer involved at the beginning to draw up a partnership agreement with standard vesting terms.

Outside of that no.

All that being said its a slippery slope for every guy "who helped find an office" there's a guy who "prototyped our mobile app" or "wrote the first version of our backend". Its very hard to pick the point where someone _becomes_ a founder.

<comment><USER48> It's not about being a founder. It's about creating value. The value creation around finding an office might be 2-5k depending on the area. The value creation around prototyping a mobile application is massively different.

<comment><USER2> Is it?

You can hire a developer to prototype many mobile apps for 2-5k.

</comment></comment></comment></comment><comment><USER49> Every lawyer in Silicon Valley knows the biggest threat to your startup is your co-founder. Not VC's. Not competitors. Not Copy Cats. Not Google or FB. It's your co-founder! If you don't want to believe that, read the countless stories and lawsuits in SV about co-founder disputes.

Stories like this should give you the confidence you need to be a solo founder. Start solo & hire your co-founders after you get your paperwork done. It's not about equity or greed. It's about starting smart & protecting your investment.

</comment><comment><USER50> > _And so I've decided to say something before the lawyers can stop me._

Note to self to etch into brain: Do not emulate this in serious matters.

I can understand the compulsion though, no doubt.

<comment><USER51> I can't believe he made a public statement either. If you want a baseless lawsuit to go away quickly, you do not give the opposition ammunition (which is what this public statement is). The lawsuit sounds like bullshit to me but I can see this statement costing Cruise a lot of money.

<comment><USER50> Honestly I believe it would've taken minimal effort to obfuscate the players and turn it into a venting / warning regarding best practices in the industry, and, in some ways, perhaps have been more constructive.

</comment></comment></comment><comment><USER52> _" I recognize that I place myself at risk talking about this, but it's time that someone speaks publicly about situations like what is happening at Cruise. And so I've decided to say something before the lawyers can stop me."_

I don't understand. What is the great risk to @sama here? For all intents and purposes, this looks like a public naming-and-shaming of a previously unknown person by a prominent VC because they made a legal claim against an investment.

</comment><comment><USER53> > Even if Jeremy had signed a stock agreement, he wouldn't have reached the > standard 1-year cliff for founders to vest any equity.

How is someone not fulfilling hypothetical terms of an agreement that doesn't exist an argument that they don't have a claim? "Furthermore, had they signed an agreement stating that they wouldn't get compensation, they wouldn't get compensation. Therefore, they shouldn't get compensation."

<comment><USER54> That goes both ways though. "well if I had signed that hypothetical agreement that I had some ownership, then I would have some ownership."

<comment><USER12> I don't think that is true. Intellectual property has value associated with it, and if it hasn't been transferred/compensated then they have some implied ownership.

Specific clauses of a vesting agreement, however, are not implied or 'owed' by default.

<comment><USER55> That's not true because every standard employee agreement in VC backed companies (and in most other ones) also contains an IP assignment. So if you're going to claim that you would have signed a hypothetical employee agreement, it also would have come with a hypothetical IP assignment.

<comment><USER2> Right, but he never signed the employee agreement and hence never had an IP or equity assignment.

Legally, this seems far from open-and-shut.

</comment></comment></comment></comment></comment><comment><USER56> One of my friends knows someone at Cruise, and he was incredulous about the deal. He believes that most of the $1B will be related to hitting milestones in the future, and isn't just straight cash or equity up front. Does anyone know anything about this?

He basically said they don't have a working product, they have a prototype that works on one specific model, so the idea that this would garner $1B is insane unless there's some earnouts associated with it.

I guess it will be in GM's financial statements so I'll be on the lookout for that.

<comment><USER57> Earnouts would be the sensible thing to do, but GM might be more dysfunctional and desperate than anyone realizes.

</comment></comment><comment><USER58> I'm gonna get a lot of hate for this opinion of mine:

This seems like a great way to muddy the waters for any potential future jury trial.

What a shameful move on the part of Sam Altman, using such a soapbox to publicly put somebody's personal ethics on trial, and for personal monetary gain.

</comment><comment><USER59> Investor argues in favor of preserving his investment. That's about as much weight as I care to give his arguments.

Also, as an aside, is it really a "merger"? I see it as an acquisition--one company buying the other out.

<comment><USER60> These terms have legal meaning, and the deal is probably structured as a merger. Since GM is so much larger than Cruise, I would speculate that they're forming a new wholly-owned subsidiary that Cruise is merging into, or some other sort of triangular merger.

</comment></comment><comment><USER61> > And so I've decided to say something before the lawyers can stop me.

I hate when people say things like this. Maybe he meant that other people's lawyers will prevent him from saying something, but often people are referring to their own lawyers. Your lawyer can't stop you from doing anything. Your lawyer can only encourage you to not say anything which might damage your case. And people often take that advice in the interest of self-preservation or greed or damage control instead of speaking candidly. They then blame the lawyers as if the lawyers are the reason they can't talk.

</comment><comment><USER62> It sounds like Jeremy was part of the company before any of these 'vesting schedules' were agreed upon. It would be nice to read Jeremy's side of the story.

It's strange that somebody as wealthy as Kyle (who sold Twitch for $1 billion) would make such a fuss over what is probably only a couple of millions... It would be interesting to know exactly how 'extremely generous' his settlement offer was.

Also it's really strange/suspicious that the founder of Cruise would put himself on a vesting schedule... Is this common practice?

</comment><comment><USER63> Kindof off topic, but I find it odd that they are referring to Cruise/GM as a merger. GM is a behemoth compared to Cruise. Isn't that more of an acquisition? Is merger a legal term? If so, can anyone clarify why this is a merger and not an acquisition?

<comment><USER64> According to Investopedia [1], acquisitions are sometimes negotiated to be called mergers to avoid negative connotations of being "bought out."

[1]: [http://www.investopedia.com/university/mergers/mergers1.asp](http://www.investopedia.com/university/mergers/mergers1.asp)

</comment></comment><comment><USER65> Wow, this is incredible transparency on YC's part, and an interesting tactical decision naming names. I assume this post went by several of YC's lawyers.

EDIT: Had asked about Jeremy's complaint; see sama's comment below

<comment><AUTHOR> As far as I know he hasn't filed a complaint yet, it's just been verbal/emails (which is still more than enough to interfere). I assume he will file something soon.

RE naming names, the complain is public anyway, but still it's not something I feel great about. However, behavior like this is becoming more common (I spend far more time dealing with related issues than I'd like) and it needs to stop.

<comment><USER66> If you want some horror stories, go find a CPA that works with primarily small businesses. You will hear about the families fighting or deadweight partners that bring the company down and force it to close shop. Choosing who to go into business with is one of the most scary things when starting something new.

If you find a good solution to reduce the rate of this happening, please share! It is a huge problem and a major barrier to why many businesses are never started or die a premature death. People are inherently unstable and difficult.

</comment></comment></comment><comment><USER67> As a naive entrepreneur I allowed someone to become involved with my business and quickly discovered they were not the right person to work with. Their behaviour became a concern and I had to sacrifice millions of dollars to prevent the destruction of what I have worked for. By taking an acquisition offer in an effort to remove them from a position of control I lost a lot and they made a lot. I deeply sympathise with the decision Kyle made to offer Jeremy his own money to end this. I have many regrets about involving that person in my business but to this day I do believe that the decision to allow them to walk away with a lot (of undeserved money) was the right one. The business lives on.

The person on the wrong side of my experience went on to deceive many other people and has left a trail of negative experience behind them, even using their involvement in my business to help deceive. I take comfort in knowing that my business survived their involvement and regardless of how they profited from my work they will likely never find honest success.

</comment><comment><USER68> _" I've decided to say something before the lawyers can stop me."_

Is this really a smart decision that the HN community should model? To view your friend's lawyers in a multi-million $ lawsuit as obstacles that should be routed around?

Posting to the HN community about this seems like an emotionally-driven decision. With so much at stake, wouldn't it be better to (a) follow your lawyer's advice and (b) do a post-mortem on it after the acquisition closes?

</comment><comment><USER69> [https://www.google.com/webhp?sourceid=chrome- instant&ion=1&e...](https://www.google.com/webhp?sourceid=chrome- instant&ion=1&espv=2&ie=UTF-8#safe=off&q=Jeremy+Guillory+cruise) Is like the second entry on Google Search. Great job, Sam. Boy I don't think i'd ever want to do business with you.

</comment><comment><USER22> Here is how understand what I was told regarding these kind of problems.

\- When acquisition happens, then acquirer will do due diligence. They will want that all people which were involved in the development without the contract to sign a waiver / transfer IP.

\- If people involvement in the development were working for free and there were not contract, then, by default, they are eligible for part of equity.

In short if co-founder leaves and was not paid you must ask him to sign waiver / transfer of IP (not sure exactly what: ask your lawyer - then can craft that). I believe the key here is whether is that person was compensated or not.

Am I right here?

</comment><comment><USER70> Can't see any mention of what Jeremy did for Cruise apart from help find an office, he must of done something else? Would like to hear the other side of the story tbh.

Wondering if the risk Jeremy posed was identified in the duedil at any stage for previous rounds, and if the risk was identified if it was used as leverage for lower valuation at all, or if it was not identified or underestimated. Would of thought seasoned investors would of wanted to snub out any future issues like this before handing large amounts of money over.

</comment><comment><USER71> We don't know what made Jeremy leave the company and how he helped before YC.

If this is a case Jeremy was present at incorporation, he contributed to the product (in some way) and his shares were eventually diluted, this will be similar to Saverin's case.

</comment><comment><USER72> Does this strike anyone else as naive speculation? And fiercely prejudicial, as well?

</comment><comment><USER73> I can't imagine PG posting something like this.

</comment><comment><USER74> So the claims in this case are based upon the fact that they made the YC video application together and clearly mentioned in the YC application on what each cofounder's contribution was ?

Hmm...this is very tricky. Because I'm very sure they attributed some concrete work to each founder . in fact if i remember correctly, they ask how much code each cofounder wrote.

</comment><comment><USER10> As a side note, having read the actual court filing, this kind of language in legal complaints always rubs me the wrong way:

 _1\. This case arises out of Defendant's opportunistic and brazen attempts to extort money from Cruise and Mr. Vogt. As alleged below, after mutually parting ways with Mr. Vogt over two years ago, Mr. Guillory emerged from the shadows with his hand out within days of the March 11, 2016 news that General Motors Company ("GM") intends to acquire Cruise. As explained below, Mr. Guillory should put his hand back into his pocket; he does not have any stake in the Company.

2\. Defendant's shocking and opportunistic claim is an attempt to thwart, interfere or otherwise delay GM's merger acquisition of Cruise for his own pecuniary benefit. Knowing that his claim could interfere with the GM transaction, Mr. Guillory hopes to leverage his extortionist claims to achieve a pay-off from the Company. Declaratory relief is therefore necessary to remove potential uncertainty regarding equity ownership, partnership interests, intellectual property and trade secrets of the Company..._

Given that such inflammatory language will have no positive effect on the judge, and if anything distracts from the actual precise legal arguments, it seems calculated entirely for the attention of the press and/or general public.

I have no opinion on the merits of this one obviously, but in my experience, when you see a complaint with language of that kind it's often a sign that there's more to the story.

To that point, the fourth cause of action is regarding "Trade Secrets" in the possession of the Defendant and states that "Plaintiffs have reason to be concerned that Defendant may attempt to use such trade secrets in his further endeavors"

Which does prompt a question of how a person who never had any involvement in the company and its technology came to be in possession of its trade secrets.

In fairness, it's certainly plausible that its basis is solely in claims made by the Defendant, and not meant to imply there is any actual IP in his possession.

Or, it could mean that during the acquisition his early role came to light and he was asked to sign away any potential IP by the acquiring company and declined to do so without compensation, since he might want to do a similar project in the future. Did he reach out when he heard the news, or did the company reach out to him during acquisition due diligence?

That's complete speculation, but we have no choice but to guess, since unlike a typical complaint to commence a legal action, this particular one doesn't contain an affidavit or make any attempt to establish an underlying factual record at all.

Instead of saying he "emerged with his hand out" it could state "contacted X via email asking for Y on Date Z" in the style of an actual legal argument rather than of a press release. Rather than referencing "baseless allegations" and "shocking and opportunistic claim" it could just state the claims he made.

So, what shocking thing did he say? What is his stated rationale for compensation? On what date is there the first written evidence that he's making a claim of equity? Why aren't there any exhibits attached? Why aren't there any quotes from the emails he sent?

<comment><USER75> > having read the actual court filing

Sam said elsewhere in this thread that to his knowledge no actual claim exists yet. What filing are you referring to?

edit: Sam was saying that Jeremy hasn't filed anything, but the founders filed for declaratory relief.

<comment><USER10> It's linked in the third paragraph of the article that we are both now commenting on.

<comment><USER75> Thanks, I see it now. I've updated my comment.

</comment></comment></comment></comment><comment><USER76> I disapprove of investor's commenting on such cases. Sam has a conflict of interest in this case, and was not even present for the events in question.

</comment><comment><USER77> From the filing it looks like they only collaborated for one month. Assuming that's true - it's a pretty offensive shakedown. It sounds like Kyle tried to offer some portion of the proceeds to make it go away but it was declined. Out of curiosity how much was he asking for?

Also in what form did the claim take- Did Jeremy hire lawyers to write a demand letter? Why isn't that in the filing? DOes Jeremy have a lawyer or was he just talking.

Further, isn't there a way to close on the merger given the specious nature of the claim and just ignore the claim and this whole thing? I mean- they knew each other a month.

</comment><comment><USER78> Obviously I don't have the full context, but I don't see the benefit of an open discussion on this legal issue. It's just going to have to work its way through the legal process.

</comment><comment><USER79> The more money the higher the stakes. There was a founder that left under potentially unfavorable conditions? Then they definitely should have done their due diligence before going forward on a mega, billion dollar deal.

This has nothing to do with silicon valley. These guys can learn something from the way investment banks prepare and close deals. Get all of your ducks in a row before putting that much money on the table.

</comment><comment><USER80> > According to Kyle, Jeremy did not write any code or build any hardware > during this exploratory period.

He'd better be 100% right about this. I imagine it wouldn't look good for Kyle if it comes out that Jeremy wrote some code, no matter how insignificant. Because if 'no code written' = no equity, 'some code written' could turn out to be a gateway to having some equity.

</comment><comment><USER81> This is the sort of blog post I'd write :-)

My spidey-sense for business works like this (probably wrongly); as a geek I assume it's normal for investors to screw me over if I haven't done due diligence of contracts and also for every single former employee to come back if there is a chance for a pay day.

It's sad but I don't find it that surprising; I'm surprised we don't hear about this more.

</comment><comment><USER82> This shouldn't hold up the deal. GM can write in the agreement that Cruise shareholders have an unresolved potential obligation which they will cover with proceeds.

I had to deal with this at a previous company and it in no way blocked or slowed down the sale. Just a pain in the ass and something that is unfortunately too common.

You can never be too careful with starting your business.

</comment><comment><USER83> The sheer amount of misinformation in this thread is astounding.

He wrote no code, literally did not prototype anything, contributed nothing.

Self driving cars take 100s of moving pieces and complex algorithms. You can literally just check the github repo to see who has contributed what. There is no one IDEA that is the silver bullet. Its an entire system working together.

Obviously I can't say much as most is hearsay (though I do believe what I've heard), but the one part of this story that irks me the most is that this all started when Jeremy (allegedly) drunk at a party, bragged to Cruise's counsel that he could stall the GM deal if he really wanted to. Can't believe its actually come to this.

I feel for the engineers there. All their hard work, and likely they will have to lose a large portion of their shares due to indemnity clawbacks when the deal goes through.

</comment><comment><USER84> Sure, but Sam Altman is biased here. He is a share holder and has a lot to gain from the merger going through, and not being delayed or derailed. So it's hard to read this as if it were neutral, which is how he is presenting it.

</comment><comment><USER85> Looks like that Jeremy guy is gonna have some splainin' to do in his next job interview. Pretty sure other startups won't want to touch him with a 10' pole, regardless of the veracity of the allegations made.

<comment><USER86> Rooting against someone to be able and work again is a weird reaction to hearing very little about one side of a private legal matter.

<comment><USER85> Not rooting for anything, just saying this is not good for any of the involved parties 'images' (bad PR).

</comment></comment></comment><comment><USER87> I don't know much about this domain. However it seems like this is an important time to create presedence.

It is in Angel investors interest that people coming out of the wood works be entitled to nothing.

</comment><comment><USER88> Jeremy deserves nothing in principle. You cannot ask for millions of dollars of someone's hard work when you have barely put in 1 month of effort. A billion dollar exit requires a lot of hard work and execution. Even if the core idea was Jeremy's, ideas are dime a dozen. Heck, several billion dollar ideas popup in my brain every day. Building on that idea and getting it to market is where the value is. I have no sympathy for Jeremy. He is an opportunist. And Sam is 100% correct.

</comment><comment><USER89> Real Companies of Silicon Valley Season 2 episode 1

</comment><comment><USER90> People will be opportunistic when it's most opportune.

A stern reminder to us all to get a release whenever you part ways.

<comment><USER91> > _People will be opportunistic when it 's most opportune._

It cuts both ways. Plenty of founders make promises of equity in the early going that never materializes.

</comment></comment><comment><USER92> This made me smile, maybe the future isn't so grim. I hope this doesn't end with an undue amount of fallout for sama such that he's discouraged from doing something like this again should the situation require.

</comment><comment><USER93> Seems like there should be some kind of project before company type of agreement. Kind of like "modeling agreements" photographers get you to sign before taking your picture.

</comment><comment><USER94> $1,000 This blog post will be taken down w/in 24 hours.

</comment><comment><USER95> There is no value in making this public. It is going to be decided by a judge, arbiter, or parties themselves. Public opinion has no say in that matter.

</comment><comment><USER96> I really wish the restrictions on public companies can be reduced or removed so board of directors can tweet more on the companies.

</comment><comment><USER97> Nobody should ever find themselves in a situation like this. Unfortunately, it's altogether too common even when everybody involved is acting in good faith. I can say from experience that if things ever get to the point they did with Cruise, everybody involved has made a series of blunders.

I've been on the other side (sort of; the situations aren't analogous) as someone pushed out by two other non-technical founders after they'd discovered a cheaper option in a startup-in-a-box (best description I can come up with). I wrote about this on here a year or two ago, but there's nothing like discovering that on the day your grandmother dies, and having to deal with their bullshit while focused on her funeral.

I didn't pursue the matter for a number of reasons (one of the two was a lawyer with sufficient resources to draw out any dispute, etc.), but as angry as I was at them for their actions, I realize that had I been more proactive, the entire situation could have been avoided. Instead of accepting repeated excuses and prevarications like "we'll deal with the legal documents soon, just after X" because the one was a good friend, I should have pushed to get everything out of the way first. I knew better, and I ignored my better judgment for what was largely emotional reasons. In hindsight when I look at how things went down in the end, and I look at the events leading up to it, I'm of the opinion that I was going to be be screwed no matter what. But I suppose that I got the last laugh, as they didn't get a line of code I wrote and they've more or less stagnated since a launch that few noticed and fewer cared about. They might not be dead, figuratively speaking, but they're certainly on life support.

Good contracts that are highly specific might seem insulting to some people (they're not), or they might seem like an unnecessary delay, but they're incredibly important even when _everything_ goes right. They spell out duties and roles, and make absolutely certain that everyone is on the same page with no confusion or misunderstandings so that you can focus on building things without any uncertainty.

Basically, pay the lawyers and get things done right from the beginning. You don't have to go to a large firm and pay out $500/hr for this sort of work. There are plenty of small, solo practitioners who focus on business formation. When circumstances change, or you learn more about the business's nature and the risks you need to mitigate, you can always amend or replace your agreements at a later date.

We usually don't think in these terms, but getting involved in a startup without contracts in place is akin to writing complex code without tests. You can do it, but you're making a huge mistake that'll bite you in all sorts of unexpected ways.

</comment><comment><USER98> I didn't know legal documents could be funny.

"Mr. Guillory emerged from the shadows with his hand out within days of the March 11, 2016 news that General Motors Company ("GM") intends to acquire Cruise. As explained below, Mr. Guillory should put his hand back into his pocket; he does not have any stake in the Company."

Maybe Jeremy could go build his own company. There's plenty of wealth to create, you don't have to take.

<comment><USER99> Courts exist so that both sides of situation can heard

I briefly read the original post - it mentioned a month - a lot of strategy and insight can be transferred in a month

<comment><USER100> > a lot of strategy and insight can be transferred in a month

Not just that, a fair amount of work can be done in a month (bearing in mind that '1 month' is probably a rounding down). It sounds as if Cruise has gone from being worth very little to an awful lot in around 24 months.

</comment></comment></comment><comment><USER101> I prefer to see the clean laundry.

</comment><comment><USER102> seems like a shakedown to me.

\- jeremy left after a MONTH, never went through the YC interview with kyle

\- >>> jeremy never signed any agreement over equity breakdown, etc <<<

\- jeremy never inquired about equity when kyle raised previous rounds, only after the $1b exit.

pretty straightforward.

<comment><USER103> \- j contributed something, anything to the company

\- j was never compensated

\- j was never forced to legally release rights to anything when he left

\- legally, if j contributed anything of significance, even ideas, cruise is about to learn a very expensive lesson

</comment></comment><comment><USER104> Going through something similar with a pseudo ex-cofounder. He has been behaving extraordinarily passive aggressive.

For a long time, he hasn't been picking up phone calls, responding to emails, or completing tasks that he agreed to do. Sometimes he'll send a text, like seven days later, asking for a clarification on a requested-task that has now already been completed.

Things are finally starting to pick up. I don't know what to do. Technically he owns 50% of the "venture" but it's not like we've issued stock, etc. Things are hairy.

<comment><USER105> Its too late for you now, but one thing that gets specified up front sometimes is a "roulette clause". More or less, either party can make an offer to buy the second party out at any price they like. The second party must either accept the offer, or buy the first party out at the same price.

Its one way to avoid the deadlock situation where one founder mentally checks out, offers no value, but refuses to be bought out at any reasonable price.

<comment><USER106> Is this a common thing? Never heard it before, it is very clever though.

How would you prevent a founder from bluffing though? Say founder B knows that founder A only has $X, so he offers to buy it for $X + some number. Makes it hard for founder A to keep any ownership of his company without taking out an expensive loan and paying way more than the company is worth.

</comment></comment></comment><comment><USER107> Sam's a leader. Reminds me of one of the recent Hubspot founders LinkedIn post. We need more leaders like Sam!

</comment><comment><USER108> Hopefully this gets resolved soon. Seems like three clear takeaways for everyone else.

1) Don't work with Jeremy Guillory

2) Be extra careful with paperwork and understandings early on. (Although it doesn't look like they could have done anything more.)

3) If you possibly can, you want Sam Altman on your side. not just for when things are going badly, but also when they go world changingly well.

<comment><USER109> > 1) Don't work with Jeremy [...]

And this, right here, is why this post is _bad_ , _bad_ , _bad_ news. You're allowing someone to dictate your interaction with someone you've never met due to circumstances with which you're not involved based on a single-sided narrative and public record.

That'd be bad enough, but then you're taking it further and telling the rest of us to blackball a person _as a forum_. A person. With a career.

Do you not see how absolutely crazy that is? I won't invoke his name because it's passé, but that shit happened in Congress once, and it didn't go well.

<comment><USER110> Second this. This post from sama was very bad idea. It came across nothing more than vindictive and publicly shaming Jeremy because of sama's personal interest in seeing deal through.

If there was any incentive for Jeremy to quietly settling the issue, this post just took it away. Now he should go for jugular- half of Kyle stake and then turn around and sue sama for defamation and crimping his ability work in SV in the future.

</comment></comment></comment><comment><USER111> Awesome work, I wouldn't be surprised if shaming these tactics stops him from filing or deters future shady characters from similar tactics.</comment>


Blue-ray will be dead by 2012.  Here's why... - <AUTHOR> http://www.techradar.com/us/news/blu-ray/video/hd-dvd/blu-ray-will-be-dead-by-2012-here-s-why-464705

<comment> james-skemp Title needs to be corrected. Based upon the URL, I assume the submitter typed it wrong.

I thought I heard the next Xbox will have a Blu-ray drive. Until physical media for gaming consoles is dead, I imagine that will still be used for those.

Edit: also needs a 2008 disclaimer. That makes a bit more sense now. I assume it has another 5+ years in it, if the PS4/Xbox use the format.

<comment><AUTHOR> Yeah, typo was my bad. Sorry. Also, I assumed people would know that it was written in the past, since it refers to 2012 being in the future, but marking it 2008 would be even better. I'll try to remember for next time.</comment></comment>


Spies can eavesdrop by watching a lightweight bulb's variations - <AUTHOR> https://www.en24.news/2020/06/spies-can-eavesdrop-by-watching-a-light-bulbs-variations.html <comment><USER2> This is a poor quality rewrite of the original wired article it cites: [https://www.wired.com/story/lamphone-light-bulb-vibration- sp...](https://www.wired.com/story/lamphone-light-bulb-vibration-spying/)

</comment><comment><USER3> This article has gone through a machine translation and is full of grammatical errors.

<comment><USER4> Aha, that's what it is!

I was googling "constructing" (construction/building?) and "select up"/"decide up" to see if this was jargon.

<comment><USER5> > who plans to current their findings on the Black Hat safety convention in > August

ahh... current = present. Geez..

I looked at another article by the same author. It began:

"One week left till Father's Day 2020. Time to get severe a few reward for dad, when you haven't already discovered one. I printed a present information a number of weeks again that focuses on client electronics."

</comment></comment></comment><comment><USER6> Reminds me of a 2014 work by MIT on extracting audio signals from vibrations of objects in a video [0] which I found was truly fascinating. I guess someone was paying attention to bring this to production mode out of the lab.

[0] [http://news.mit.edu/2014/algorithm-recovers-speech-from- vibr...](http://news.mit.edu/2014/algorithm-recovers-speech-from- vibrations-0804)

</comment><comment><USER7> Related - [https://youtu.be/FKXOucXB4a8](https://youtu.be/FKXOucXB4a8)</comment>


GCC 4.9 released - <AUTHOR> http://gcc.gnu.org/gcc-4.9/

<comment><AUTHOR> I am about to try building cross-compiler on OS X 10.9 targeting ARMv6 (Raspberry Pi) similar to [https://github.com/dwelch67/build_gcc/blob/master/build_arm](https://github.com/dwelch67/build_gcc/blob/master/build_arm). I have never done it before, and wonder if there are any caveats?</comment>


Golumb Run Length Encodings: 'Secret Agent 00111 is back at the casino' (1966) [pdf] - <AUTHOR> http://web.stanford.edu/class/ee398a/handouts/papers/Golomb%20-%20Run-Length%20Codes%20-%20IT66.pdf

<comment><AUTHOR> This is Solomon Golomb's original paper on Golomb coding, which is used as the basis for many current audio, video, and text compression techniques. The submitted title was: "Run Length Encodings: 'Secret Agent 00111 is back at the casino...' (Golomb 1966)".

This is the title, the first line of the piece, the author, and the date of publication. One could argue that dropping the first line is a good policy, but in this case I think it adds the necessary flavor of the piece. What one might expect to be a dry academic paper is written using a James Bond example, with 00111 being a Golomb coding for the number 7.

Changing the title to just "Run Length Encodings (1966)" conveys very little of this. Perhaps at least the distinctive name Golomb could be added back, as (Author Date) is a common citation style? This would signify to a few people what it will be. Or perhaps the title could be reverted, so that even more people will read this influential, historical, and extremely readable paper.

ps: If anyone knows of a better version of this PDF, please add it so the URL can be switched. This is the most readable version I could find, but it's likely I was missing some better ones.

pps: Did you realize that Golomb is still alive? Here's an interview with him upon receiving the 2011 National Medal of Science: [https://www.youtube.com/watch?v=DZ24iQ26mis](https://www.youtube.com/watch?v=DZ24iQ26mis)

<comment><USER2> Ok, we'll put it back.</comment></comment>


California Is Sitting on the Solution to Its Drought Problem - <AUTHOR> http://www.fastcoexist.com/3044988/california-is-sitting-on-the-solution-to-its-drought-problem <comment><USER2> One cannot address California's drought problem without first addressing agriculture.

Agriculture consumes the vast majority of the state's water. Distribution of water is governed by a system of "riparian rights" that (in brief) have an all-you-can-use first-come-first-served basis, giving landowners farther upstream and closer to the waterworks greater ability to extract water. The result is that this system gives many farmers no incentive to minimize water use.

Currently, agriculture consumes most of the output of the state's vast water engineering projects, especially to irrigate the Central Valley. This has not been helped by the farmers growing monocrops that are not suited to the area's environment, such as fruit and rice.

For God's sake, they're growing monsoon crops in what is naturally a desert!

Now these same farmers are drilling ever-deeper wells that are draining the aquifers beneath them at pace greater than their recharge rate. As a result, household wells are going dry, the river is dust, and consumers are being asked to cut back water usage by 25%.

But you cannot fight a drought in this manner when residential water use makes up barely 14% of statewide water consumption.

Like most resource crises, California has more than enough water to supply itself, but the problem lies in distribution. Too much is available for agriculture, and too little is available for the people.

Californian water, even in these drought years, is plentiful, but due to legal strictures, a generous use of it languishes in the very sight of its supply.

Efficient distribution cannot be achieved until the arcane system of riparian rights for agriculture is abolished, and water is recognized as a truly public resource.

The solution to the crisis must be political as much as environmental.

<comment><USER3> > For God's sake, they're growing monsoon crops in what is naturally a desert!

This is misleading. Most of California, and even most of the Central Valley specifically, is not a desert. The southern part of the central valley is naturally quite dry, but even that is generally considered a semidesert.

None of this is to say that California shouldn't address how, where, and why water is being used for agriculture, but they cries of "They're irrigating a desert" are a distraction at best.

<comment><USER4> Even if it's not a desert, it's also clearly not an environment suited to growing many of these crops without heavy irrigation.

If we priced water appropriately, low-value high-water-use crops like rice, cotton, and alfalfa, which really have no business being grown at the expense of draining our reservoirs and aquifers, would be priced out of production, and the land could be devoted to more valuable or less water intensive crops.

<comment><USER3> Sure. I won't argue with that.

</comment></comment></comment></comment><comment><USER5> Over the last five years or so many communities in Denmark has made it mandatory to treat rain water separately from sewage to reduce the pressure on our water cleaning utilities and reuse the rain water directly. It is done by either running two separate sewer systems or using/disposing rain water on premise.

<comment><USER2> That's the state standard for new sewer systems in many locations in the United States as well. It's also actively subsidized through a complicated system of grants by the Federal government. The motive, however, usually isn't reuse of the stormwater runoff, but to reduce pollution.

Almost all older sewers in the United States use a combined sewer system, with a CSO (combined sewer overflow) into a nearby river. So when there's a heavy rain, the system dumps the excess combined rainwater and sewage into the river. Most U.S. towns and cities are this way.

Right now, whenever a system is ripped out, the combined state and local regulations and incentives usually drive the municipality to put in separate sewer systems, with the stormwater system using the old overflow site as its outlet.

</comment></comment><comment><USER6> 2004 was the rainest year in over a century in LA. Without it, the average deficiency from 2005-2015 is about 3 inches of water (20% of the total) per year for _ten years_.

That is not an "there's no drought in this region" error factor.

<comment><USER7> The article isn't arguing that there's not a drought, it's arguing that even in a drought Southern California wastes more water (runoff) than it consumes and it would be easy to capture and use it.

<comment><USER8> What he is trying to do is attack the premise of the article. The leaky bucket method does not work if you overflow the bucket once every ten years and then stop filling until the next flood. The bucket would have to be enormous and is therefore not the solution.

I think it is a simple solution that should definitely be used to the full extent.

<comment><USER7> Even without the 38" year the average rainfall still makes the argument work; quoting a 4" deficit and singling out the highest year is disingenuous. The lowest year was also an outlier.

<comment><USER6> Here is the data that I used, the author's is something rather similar:

[http://www.laalmanac.com/weather/we13.htm](http://www.laalmanac.com/weather/we13.htm)

You can add the following values (from [http://ggweather.com/ca2013rain.htm](http://ggweather.com/ca2013rain.htm) and similar URLS): 2012-2013: 5.85 2013-2014: 6.08

(I actually missed these in my original napkin math, but they make my argument even better, so...)

My point was that if in the original data set, the only way that you get those favorable numbers is if you start at the present and arbitrarily go back until you hit a very high number. Any other averaging of rainfall from the present to a year in the last 20 years looks absolutely horrendous.

</comment></comment></comment></comment></comment><comment><USER9> summary: Capture and utilize rainwater much more, and recycle water from waste treatment plants, rather than dumping most of it into the ocean. Reform the water rights system so that nobody has to use their allotment for fear of losing it in the future.

<comment><USER10> I suspect capturing runoff is not nearly as simple as it seems. In SoCal/LA it rarely rains, so when it does rain a few times a year the runoff is a black, horrendously toxic stew of petrochemicals and urban detritus. For a day or two following a rainstorm there are advisories to avoid swimming at the beach because all that crap goes into the ocean and makes it hazardous.

I imagine it would be incredibly difficult/expensive to treat that water even to graywater level, let alone potability.

<comment><USER11> I'm not intimately familiar with the California climate, but this project in India dealt with infrequent rainfall and capturing runoff: [http://www.permaculturereflections.com/2009/07/india- talupul...](http://www.permaculturereflections.com/2009/07/india-talupula- site-part-iii.html)

</comment></comment></comment><comment><USER12> Could the sisterns be used on the farms? Scrape off the top soil, install sisterns, replace top soil. Plant crops.

It should be cheaper than digging up streets.

</comment><comment><USER13> If the solution is so damned simple, why is this the first I've heard of it after years of FUD?</comment>


BBC deprecates RealMedia streams after 14 years of use - <AUTHOR> http://www.bbc.co.uk/blogs/radiolabs/2010/03/realmedia_follow_up.shtml

<comment><USER2> This must surely be the final nail in RealPlayer's coffin. The BBC is the only service I can think of that's provided RealPlayer streams since about 2005.

Does anybody know of any other big hold-outs?

<comment><USER3> Most universities that publish lectures online will have at least one (but sometimes all) of their courses in realplayer format. They also love quicktime for some equally unknown reason.

</comment></comment><comment><USER4> 14 years of buffering...

</comment><comment><USER5> Great. Now if only Ireland's RTE could follow suit. They actually show ads in Flash video, which any browser can show, and then switch to Real for the actual content.

</comment><comment><USER6> Yay!!! Real needs to go away.</comment>


Progressive loading of high DPI photos - <AUTHOR> https://www.willmcgugan.com/blog/tech/post/progressive-loading-of-high-dpi-photos/ <comment><USER2> It's too bad none of the lossy image formats ever implemented a progressive display mode. PNG has one but the overhead of lossless just isn't manageable most of the time.</comment>


Why did Airbnb buy a russian design company? - <AUTHOR> http://www.wired.com/2015/09/airbnb-just-bought-bizarro-russian-gadget-company/ <comment><USER2> Lapka isn't just a design company, they're a product design company that creates devices that collect data about the things around you like Humidity, Radiation etc. Airbnb has a big focus on UX. I'm sure they plan on integrating this technology to share that knowledge about users Airbnb locations.</comment>


Skype 5.6 for Mac - <AUTHOR> http://blogs.skype.com/garage/2012/03/skype_56_for_mac.html <comment><USER2> With every new version of skype I feel the urge to downgrade to 2.8 getting stronger. It's baffling how seemingly purposeful they target user needs like the call volume control or the simplicity of the UI or the privacy of the user.

Are there any serious competitors to skype when it comes to video?</comment>


How To Use Triggers to Track Changes in MySQL - <AUTHOR> http://codespatter.com/2008/05/06/how-to-use-triggers-to-track-changes-in-mysql/

<comment><USER2> This is a maintenance nightmare. Now, whenever you add/change/remove a column, you not only have to update the table definitions, but you have to update the triggers as well. Chances are you'll forget and then updates will start failing all over the place, and the last place you'll look is the triggers. What about deleting the row? Do you clean up the history too? Either way you need a delete trigger as well.

Audit logging like this should be handled on the application level. That way you get to know _who_ did the change, which is generally one of the most important parts of an audit trail.

<comment><USER3> See "choose a single layer of cleverness" at <http://www.loudthinking.com/arc/2005_09.html> (can't permalink because he partially recovered from a crash).

<comment><USER4> That's all well and good if you have a single layer of business logic operating on a particular database. But in the real world you may have multiple completely separate pieces of business logic, often written in different languages. It that situation, the database itself becomes the only place to put shared code to ensure that rules are followed.

<comment><USER3> This is where Martin Fowler's distinction between application databases and integration databases comes in. If your app is the only one hitting the database, things are much simpler.</comment></comment></comment></comment>


Reddit POTUS IAMA Stats - <AUTHOR> http://blog.reddit.com/2012/08/potus-iama-stats.html

<comment><USER2> Coolest part of the post is actually the map of traffic by city and hour: <http://www.webgl.com/reddit-webgl-barack-obama-ama-globe/>. NYC at 5PM is crazy.

</comment><comment><USER3> i would like to see more in terms of specs of whats going on with the load balancing and why it wasn't able to scale. Also, why was it down for some users but just slow for others? I don't have much experience with that so I am curious.</comment>


Anybody want to talk for a news story? - <AUTHOR>

I cover startups for the Mercury News and SiliconValley.com - I'm working on a story about how the startup ecosystem may have changed, especially for consumer startups, in the year since Facebook's (underwhelming) IPO. I know, for instance, it's a lot tougher to get funding for anything social. Have you had to pivot? Have you seen friends pack up and leave town? I'm reachable at pdelevett(at)mercurynews.com if you want to talk. Thanks - Peter @mercwiretap <comment><USER2> You should start here first: <http://www.youtube.com/watch?v=ZN9r1-ImSQc>

</comment><comment><USER3> I guess you need to go to previous famous start ups those who are available on HN. It's very hard to find a good news this way. Thanks.</comment>


Handy GitHub File Explorer - <AUTHOR> This tool is for those developers who often review long and tedious pull requests on GitHub. I wrote a Chrome Extension that generates a simple and seamless file explorer in the GitHub pull request view. Let me know what you think:<p>https://gde.alexdodge.ca/ <comment><USER2> How is it differentiated from Octotree?

<comment><AUTHOR> Octotree is a much larger extension which has a extended scope. This was built as a small, seamless file explorer to support the GitHub pull request view. I think of it more like a component than an actual full augmentation.

</comment></comment><comment><USER3> The page could use some love in safari on iPhone. Text is off center, the check mark icons are different sizes, and the image at the bottom of the page is larger than the border that's supposed to be around it.

<comment><AUTHOR> Noted. With the extension only available on desktop I put a focus on getting a simple page up which would direct users the right way. Will give this some attention in the next iteration.

</comment></comment><comment><USER4> an extension I'd welcome for GitHub code reviews, is one tracking the review progress, e.g. allowing to flag on/off which files have been reviewed and which not

<comment><USER5> Then you might want to check out [https://reviewable.io](https://reviewable.io) \-- not an extension but does integrate with GitHub pretty nicely. (Disclaimer: I'm the founder.)

<comment><USER4> thanks for reminding me about this, I tried it a while back but eventually abandoned it, because of complex UI (lack of file tree on the side; the file matrix at the top doesn't make it easier to keep status; many buttons don't have a onmouseover tip so it's not clear what they, e.g. if the cause some state change; UI very different from GitHub leading to extra friction with team members) and the noise it generates in GitHub, for users who uses just GitHub

<comment><USER5> Yeah, fair enough. I want to move the file matrix into a sidebar file tree instead (along with the rest of the toolbar) but I'm blocking on some infrastructure work. I've been resisting tooltips on hover for the longest time but I'm capitulating on that as well -- for now, hitting F1 or H anywhere will bring up the help, but hover tooltips are coming.

As for GitHub integration, I agree it's not ideal but it's the best their slightly brain-dead review API will allow. Getting the whole team to adopt the tool is much better, but is obviously quite a bit harder. Though that's probably why I'm seeing a lot more success in the enterprise space, where top- down diktats are par for the course.

<comment><USER4> looking forward to see those changes, particularly on the sidebar, glad to see development is ongoing :-)

About keeping state, I've always wondered if it would be possible to store state via git commits, e.g. via a special branch ".state/reviewable.io" or even another repo - is that doable, assuming the browser would use my identity to post status updates?

<comment><USER5> Development is definitely ongoing! The high-level changelog is at [https://changelog.reviewable.io/](https://changelog.reviewable.io/) and you can get more granular updates via [https://groups.google.com/forum/#!forum/reviewable- enterpris...](https://groups.google.com/forum/#!forum/reviewable-enterprise- announce) (though these releases usually go out a few weeks after the respective changes hit reviewable.io).

Not sure what you mean about putting state in the repo. It's possible of course since you can stuff anything in there, but what would be the advantage? It wouldn't integrate with GitHub any better and it would throw away the real- time updates, queries, etc., available thanks to Firebase.

</comment></comment></comment></comment></comment></comment><comment><USER6> The message "You need to enable JavaScript to run this app" in unreadable. It's black on dark violet.

</comment><comment><USER6> Consider putting "Show HN:" in the submission title.

<comment><USER7> That's a good suggestion, but a better one would be: Consider reading the rules for _Show HN_ and then submitting it properly as a link with the title starting with _Show HN._

Rules:

[https://news.ycombinator.com/showhn.html](https://news.ycombinator.com/showhn.html)

</comment></comment><comment><USER8> What about Firefox support?

<comment><AUTHOR> I was reading about a general extension abstraction library that would offer this support, so hopefully a plan for the future!

</comment></comment><comment><USER9> so many haters on HN. maybe write smt useful yourself before criticizing the product</comment>


Coder (Visual Studio Code in browser) goes open source - <AUTHOR> https://coder.com <comment><USER2> I used to work at a place where we all used the enterprise server version of RStudio, which also runs in a browser.

There was a lot of good thing about that setup. Nobody could walk home with code, and no code was lost on somebody laptop.

Execution happened on a server, much more powerful than any dev machine.

<comment><USER3> >no code was lost on somebody laptop.

Doesn't full disk encryption solve that as well as putting it in the cloud (and you'd need encryption anyway)

<comment><USER2> Not necessarily lost to a 3rd party. Just if somebody was working on fixing a blocker and doesn't push progress before going home and then losing the laptop on the train or something.

The real scenario would be "we need to finish this blocker that Jim is working on, but he is sick and hasn't pushed progress to git."

As to syncing with cloud. Why not just have it on cloud and let people ssh into the server. And then do one better better, and give them a full IDE instead of teaching them emacs or vim.

</comment></comment></comment><comment><USER4> Has anyone tried this and compared it to [https://www.theia- ide.org/](https://www.theia-ide.org/)?

First thing off the bat I notice is that Coder looks harder to deploy or try out, Theia was super easy, on the landing page they had a docker one liner:

docker run -it -p 3000:3000 -v "$(pwd):/home/project:cached" theiaide/theia:next

<comment><USER5> The biggest difference vs dockerized theia and coder is I have access to the actual server instead of just the docker container.

This means I have the full power of the underlying server, access to my docker on the host and any other features.

This also means though that it is direct shell access over the web and should be locked down like Fort Knox.

I've put this behind Traefik with httpauth for testing and it works well so far.

<comment><USER6> Which one gives you access to the actual server?

</comment></comment></comment><comment><USER7> Why does an open source browser code editor ask for my phone number to sign up?

<comment><USER8> This got me too. It looks like a neat project, but the phone number requirement seems a little off. There doesn't appear to be a real need for it and running through their privacy page isn't helpful.

</comment></comment><comment><USER9> Visual Studio Code in browser sounds a lot like Visual Studio Code itself.

<comment><USER10> How deep can the rabbit hole go? [https://marketplace.visualstudio.com/items?itemName=auchenbe...](https://marketplace.visualstudio.com/items?itemName=auchenberg.vscode- browser-preview)

<comment><USER11> Neat!

</comment></comment></comment><comment><USER12> Does it work well on iPad with an external keyboard? I've been surprisingly frustrated with the lack of support for iPad by in-browser IDEs.

<comment><USER13> Monaco doesn't support mobile browsers, so no, probably not well.

<comment><USER14> Seems that (at least one) related bug got fixed in WebKit ([https://bugs.webkit.org/show_bug.cgi?id=149054#c17](https://bugs.webkit.org/show_bug.cgi?id=149054#c17)), but I haven't tested with the latest iOS betas

</comment></comment></comment><comment><USER15> Requires a login to try. Should have non-login trial, or youtube video.

<comment><USER16> Github login also requires a phone number, which is definitely something I'm not willing to enter.

<comment><USER17> Is it true? I don't recall github ever asking for a phone number when logging in

<comment><USER9> Maybe they mean Coder asks for the phone number when one logs in with Github.

</comment></comment></comment></comment><comment><USER18> It looks super easy to host your own server. The instructions consist of:

> 1) Download a binary (Linux and OSX supported. Windows coming soon)

> 2) Start the binary with the project directory as the first argument

> code-server <inital directory to open>

From: [https://github.com/codercom/code- server](https://github.com/codercom/code-server)

Disclaimer: I haven't actually tried it.

<comment><USER19> x86/x64 only, by the way. I couldn't get it to build VS Code on a Raspberry Pi and the binary releases are only for x86/x64.

</comment></comment><comment><USER20> Is this based on the same JS code editor as VS Code?

<comment><USER19> It is VS Code. The build script grabs a copy of VSC, patches it, and builds it.</comment></comment>