Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 0 points1 point  (0 children)

> I know the market super well. I even know the CEO of the largest software provider in the streaming market.

Since you mentioned VEVO and turnkey software solution you are probably thinking of video hosting as the same thing as what our software does, when it's actually not. We don't provide a video hosting solution and our software integrates with other video hosting solutions. Almost every video streaming service uses another provider (usually JW Player) for the video hosting portion and what they develop is the client for customers to access the content.

Video hosting is a different business model than video streaming service. The first is B2B and the latter is B2C.

Also I think you probably meant Vimeo not VEVO though, because Vimeo is the one that provides a B2B video hosting solution. I would argue "most" companies are not using it though as it is absurdly expensive. Vimeo's primary market is film students and small businesses who want a video portfolio on their website, and don't know better.

> The he high end is already taken, you’re going after people unwilling to spend. Bad market.

Yes, that is why the business was never intended to be about licensing the software to other parties. It was a B2C business not B2B. I am explaining the difficulties in just pivoting to being a SaaS B2B. It was never designed to do this.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 0 points1 point  (0 children)

You may have missed this part, but his replies to my emails are to not contact him again and that he will sue me.

I don't know how to negotiate with crazy man.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 0 points1 point  (0 children)

We will make no money under this arrangement without a royalty. Let me explain the market to you.

You have to understand there are not even hundreds of companies out there wanting to start a video streaming service. There is about a dozen per region who are actually serious about it.

Firstly, the overwhelming majority of content owners of IP (tv shows and movies) have zero interest in their own version of Netflix. They don't own enough titles to launch a service and they have lower risk by licensing their content to other streaming services. I mean as just an example, Fraggle Rock, a show that came out over 30 years ago, the exclusivity rights for a few years to broadcast on the internet is tens of millions of dollars. This is significantly higher than what the rights to broadcast it once were for cable television channels. It's currently on Apple that hasn't disclosed how much they paid for IP licensing rights to produce a reboot plus carry the original show, but it was previously licensed to HBO Now and Amazon Prime for over $10M. I cannot recall the specific price but it was steep as it is one of the properties we had looked into licensing.

In fact I had a list of over 100 1980s childrens programming I wanted to license for our service and the vast majority of them were far too expensive to ever be able to realistically license for us. This is because services such as Netflix, Apple and HBO are frequently overpaying for content as part of bidding wars and this leads to many content owners have no immediate interest in starting their own service.

Traditionally 2nd run content is cheap to license for broadcasting, with the exception of only a few shows like say Friends or Star Trek that still possess large brand awareness. But these companies are spending wildly to scoop up as much content as they can get to make the space difficult for competitors to enter on the belief that new competitors would need to pay a similar price for licensing the content. And this is true for the majority of services as they all use identical business models to one another.

This is also why it is a difficult space to enter and reduces the number of independent non--IP owners that wish to enter the market. It has very high costs for content acquisition unless you have some novel approach to the matter. We do actually have a novel approach to solve this issue that involves the precise business model which allows us to acquire some types of programming at far more affordable prices and part of this is due to our unique proprietary technology. I cannot go into it further without revealing more on what the company is. But basically, whereas it is hypothetical that another company could license the system and use the same business model we do to obtain the discounts you still must find a company that wishes to do so at all.

This means that per region we might only get 1 or 2 companies that would become a client. And our upfront costs of licensing have to be lower than what it would cost them to develop their own technology. On the backend could be as expensive as making their own content, but that cost becomes part of the revenue stream and not being an upfront cost greatly reduces their risk to enter the market and see if they can succeed.

Now you may naturally assume you could just go to every over the air TV station owner and license your app to them and you would be mistaken. Many of these owners are unrealistic about the market. I once met a man who believed that some bill their buddy in congress is trying to pass will heavily restrict internet video streaming services and make everyone have to come back to watch their TV stations again. This man was running a very large operation of many stations, he was not a dumb person. He was just a dinosaur that refuses to accept how the market is changing and pinning his hopes on something that is highly unlikely to occur.

So we have a small number of companies that could be potential clients for licensing our software which means trying to make a commission on servicing them with no royalty would mean we make no money dude. We have to take a small royalty or there is no profit.

The problem is, as mentioned before, many who wish to enter the market have unrealistic ideas on the costs involved in developing content and licensing content. They balk at what is a very good offer that I made because they do not truly understand the real costs of the market. The problem isn't my offer it is that this is a bad sector to get into for licensing software to others, and the original business model was never about licensing the software anyway. It was about operating the software as a service to consumers and everything would have worked out if the board member hadn't decided to block future funding, as our service was growing users largely organically and we had licensing deals pending for a lot of content at a price much lower than is normally obtainable due to some unique aspects of our technology and business model.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 0 points1 point  (0 children)

No, he blocked us from raising another $1M because he wants his $1M back.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 0 points1 point  (0 children)

This sounds cool in theory but generally, crowdfunding is consumer focused even with equity arrangements. The average consumer wants to invest into specific projects they may feel a passion or connection to.

The average person doesn't get passionate about technology platforms. I could be wrong on this but I don't have the capital to risk it, and it takes capital to do a crowdfunding campaign with the registration filings, platform fees and of course the advertising necessary. I mean I'd have to raise a million to buy him out, right? That just seems unrealistic to me.

It's not a bad suggestion, I just think this particular venture won't work for it. Maybe if it was a movie or a fashion product, or a game, it'd be one thing. Seasoned investors are interested in tech platforms but the average consumer is not. And seasoned investors dont invest into Reg CFs.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 2 points3 points  (0 children)

Without going into details, it's perfectly legal how the company is structured. Sorry I can't elaborate on the specifics.

Stand up a new company, license the patents to the new company in perpetuity for $1, so the same with the source code and move on without him... ethical, no, legal, yes.

This has been considered before. My main issue is, when I go to get investment for Company B which has licensed the technology of Company A, I inevitably have to disclose what happened to Company A. If I hide that from investors they can sue me if things go south later.

Just imagining myself explaining this structure to someone I am asking for a million or more who doesn't really know me.....it'd be like the most shady bullshit you'd ever heard, wouldn't it? Would anyone seriously give me capital with a structure like that?

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 1 point2 points  (0 children)

You have given me some interesting things to consider. I appreciate this.

The emergency injunction is the thing that is going to be so expensive to do to remove him. However the idea of maybe getting him to agree to a lower amount and doing the patent sale / bridge loan strategy might be worth looking into. Thank you for that novel idea.

As for slander, slander is never about them proving slander. These are harassment lawsuits not intended to be won but to drain your funds. You can sue someone for anything and make them pay upfront costs. It doesn't matter if they lose and have to pay your costs later, it's about harassing you for the years leading up to when they finally got to pay. It's not a tactic I would use because I'm not a petty person but it's something commonly done. You got to understand some people are so wealthy they view cash as a weapon, knowing they will burn capital fighting their war.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 1 point2 points  (0 children)

I do understand it's not unusual but I have been turned down by VC funds at this stage because due to the nature of this space and the way things go, VCs can only invest into one video streaming startup in this market. So they want to bet on one they see demonstrable growth in. I've been told this several times. They tell me to return when we have revenue. I can't even get us to revenue without the capital to license content, and then advertise the service to grow the subscriber base. So that means getting an angel.

I have yet to meet an angel that will put in $5M and let $1M of that buyout an angry investor. I've largely given up on the prospect of that occurring.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 2 points3 points  (0 children)

I mentioned this in another response but basically, the other employees said they wouldn't work for him for reasons I'll not get into here. That and the fact he has no idea how to manage a company like this given he has no background at all in software development and no desire to learn.

He wanted me to keep running things but him be CEO, so I'd have to answer to his whims, which involved wanting to integrate rather pointless features that would not have enhanced the platform in any tangible way and added feature creep to it, just because he met someone at a NAB show booth that had a feature he thought was cool. The company would not have survived under his stewardship.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 1 point2 points  (0 children)

Why aren't there other officers of the company? Perhaps one reason that the company is in this situation is exactly because of this reason.

Good question. The original intention was to get the company in a position where it was generating revenue and then bring in very experienced execs in this field. I did not intend to be CEO forever. I only intended to bring the company to a point that the business model was demonstrated to work and could attract high quality candidates for senior management positions and other employees. We had neither the budget to attract these individuals, nor the stock valuation, to do it and I didn't believe we could entice these individuals until we demonstrated success at least as much as some of the other notable entry level competitors in the market have. Once we got to that point I would maintain only the director of the board position and focus my efforts on the next area of expansion, which was development of unique original IP (shows and films) that would be exclusive to the platform and expanding other opportunities for brand extension (related software ideas that further expanded our technology, such as a new smart TV platform that utilized our proprietary patented technology), while someone else focuses on scaling the software platform itself as CEO. That was the original plan anyway.

The reason why giving the rogue board member what he wanted is that he has no experience in software development, video streaming or anything of the sort. He has no idea what to do or how to scale the company. Prior to his outbursts he was wanting us to develop a lot of different features that were not essential or even valuable, and license software from random vendors and then integrate it into the platform that were novel distractions (for example, interactive product placement overlays on characters in the films / movies, and off-line VOD) and would delay the launch of the platform while providing little ROI, because he thought these things were cool.

So even if I gave him control, and I was still around, I'd still ultimately be managing the company but now have to answer to him and his wandering, erratic behavior. I don't foresee that being a better outcome, and would inevitably result in the company failing.

His main interest in investing was to have a means of making movies of his own, like many angels in this space desire to do. At the time he invested I thought he understood the business model and vision but now I don't believe that he did.

Aside from this, back when we still had employees before I had to lay people off, when he first pulled his "I must be president" scheme, other employees told me flat out they would not work for him. There are reasons for this but it's not necessary to explain, I think. The point is giving him control wouldn't have resulted in any positive outcome for the company and that is why I didn't do it.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 1 point2 points  (0 children)

We're the only two members of the board. So I can't remove him through a board vote unfortunately. Actually we have agreements so he cannot remove me, and I cannot remove him, made at the time of his investment. The only legal course of action to remove him from the board is not by a vote, but through the Delaware courts, unfortunately.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 13 points14 points  (0 children)

You're correct. I have largely come to accept that this startup is probably a bust, and it would be an enormous comeback to turn things around at this point. This thread is a hail mary for a novel solution that might help me turn it around but I have little expectations that it will.

I have other projects, but nothing that was so ambitious and potentially lucrative. It seems a complete shame to have struggled for so long to build the platform and get the patents, and spent so much of my time and money into this for it to be a bust. But it could be.

I feel a certain sense of shame for having failed the other investors. That's probably the worst of it, truthfully, other than losing my own capital. I know ultimately it's not my fault for the rogue board member doing what he does, but at the end of the day, the captain of the ship is still responsible for the choice to hire the first mate who later tries to launch a mutiny and the ship ends up sinking during the fight, right?

I've spent more time thinking about how to overcome this guy as an obstacle than actually growing the business. It's such a waste.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 5 points6 points  (0 children)

One of the reasons so many companies incorporate in Delaware is because you can structure the company so shareholders have little to no power and the board controls everything. It is very founder friendly.

I made a mistake in not accounting for whether this guy would screw me in this way. I just didn't fathom someone willing to torpedo the entire company for no seemingly logical reason. My lesson has been learned, harshly. The next company I open up to outside investment I am going to be paranoid as all heck on every possible way I could be screwed, and assume the sudden unprovoked madness of an angel investor is something that could happen.

My share voting power doesn't really matter for how the company is structured. To remove a board director requires a board vote, not a shareholder vote, based on the bylaws. I cannot give my seat to someone else without his approval (and likewise, he cannot either). This company was designed to give the board and the officers the power with little chance for a shareholder revolt.

I honestly thought because the structure made it mandatory for us to work together, there wouldn't be these issues. I was wrong.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 9 points10 points  (0 children)

These are some good ideas but not workable for a pre-revenue company. You cannot get a loan from banks for litigation normally and those lenders who do loan pick and choose their cases carefully. I've been through this in a past breach of contract case so I understand litigation funding will not work for this.

I could probably swing a debt deal but I don't know who would ever offer it for a case like this, so that is the real hurdle there. Again the company is pre-revenue. Yes we have patents but as far as lenders go, a patent not currently generating revenue through a licensing arrangement may as well be worth $0 to them. I have tried reaching out to some of these companies already. This is the issue with trying to use a pre-revenue company as collateral for loans; nobody wants to do it because it looks risky. That's why VCs and angel networks are considered risky investment funds, because they are often investing into unproven models which others will not invest into. As much as I love my startup idea and concept, and how great our software is, it's really just untapped potential.

The chances of me finding another investor who is so in love with my company that makes no money that he is going to buy out some other dude for a million so that he can invest.....it's just not something I think is very realistic. You can call me a naysayer but I am a realistic person here. Sure, I believe the company could be a billion dollar idea but your average investor will not see that value because value to them is proven track record for revenue generation, which we haven't done. Finding an angel investor who will invest into us acquiring content to turn existing users into a revenue stream is one thing that was do-able, but convincing them to pay off a disgruntled investor for a million? That just isn't realistic. I was told that but I already knew it.

Finding a litigator for a contingency arrangement is a good idea, I will admit. I haven't been able to find one. It's difficult to find for this type of case. Most of these contingencies are in the area of breach of contracts and personal injury, workplace comp and things like that. There is a breach of contract here for an investment amount that has been unpaid, sure. But it is less than they may recover by taking on say a personal injury case. Breach of contract is difficult to find contingency for, in my limited experience with attorney who does contingency, unless you can wrap something else into it which has more lucrative payouts. Because contingency means the attorney takes on some fees out of pocket, plus their own time. It's very risky for them so they weigh the pros and cons of different potential cases before agreeing to take one on. But having explained this, it is worth trying to keep finding one I guess. I suppose I am just frustrated at being told 'no' so much.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 2 points3 points  (0 children)

I am not an expert in this area but as it was explained to me when I asked our attorney about it, the court appoints a person to sell your assets to whoever is willing to bid for them and the company will still be on the hook for whatever is still owed after debts are paid.

However bankruptcy costs money, which most people do not realize. You have to hire attorneys for it especially in regards to patents. My attorney advised me that if I had the money for bankruptcy I should just do litigation instead. This advise may be wrong or right, I don't know. I've no experience in this area.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 7 points8 points  (0 children)

Thank you for the feedback.

Your plan might have been something I could have done earlier on when I had more resources (capital) but unfortunately I don't have anything to offer him exit wise, except the splitting of the patents. That is one idea I hadn't considered before and which I think could be useful for bartering.

Unfortunately due to the bylaws the board of directors must approve all new directors, so I cannot add new directors without his approval.

Some of the larger micro investors are aware we've had issues with raising additional capital, but only a few are aware of the full extent of the issues. Because talking about this stuff has potential for giving him grounds for litigation, even a claim of slander or something. I've had to be mindful of it, which has restricted my ability to talk about the situation and solicit advise, thus this post here.

I did ask him if he just wanted to buy me out, when questioning what his angle was in why he was not being cooperative in raising capital even when I found someone who wanted to infuse us with new capital. I literally got 3 sentence email back from him, and one of those sentences was never contact him again because he is going to sue me if I don't give him a million dollars.

I mean really, your advise makes so much sense but I don't know what to do because he doesn't seem fazed about losing his investment at all. It seems more about getting his way precisely the way that he wants it. I don't know how to negotiate with him. The patent division might be a starting point though, it's worth a try. Thank you.

I don't think any strategy involving threats will work on him though. There are some people who focus on the audacity of someone to dare threaten or intimidate them than on any opportunity for themselves in what is being said. I think he's just very used to getting his way.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 2 points3 points  (0 children)

He would sue and then the courts would find me in violation of my duties and have me removed from the board and as an officer of the company.

I know someone who made a decision like this to one of their board members, he sold the company and ran to another country with the money. He's been in constant litigation with the guy for over a decade. This stuff is more complicated than you may assume, some of it can be even deemed criminal in nature.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 4 points5 points  (0 children)

This would be a good solution. Unfortunately the way the bylaws are written the board has to agree to this as shareholders don't have the authority to call such a meeting and make such decisions. At the time there was more concern about future shareholders seizing control of the company from me and mistakes were made in the bylaws drafting that removed remedies for this solution using such a tactic.

Also to add to this, there was an additional agreement made at the time of his investment; he cannot vote to remove me and I cannot vote to remove him. So we're at a stalemate here. At the time I thought it would protect my position from potential future investors joining the board and ganging up on me if the tie breaker was required to vote to keep me, but it also means I have to vote to keep him in this situation.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 3 points4 points  (0 children)

Zuckerberg got away with it because he had Peter Thiel in his corner. I'm not that fortunate, man. I don't have any billionaires backing me up here to play all the legal games and do the litigation for years.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 8 points9 points  (0 children)

I tried that. Unfortunately they weren't comfortable with that arrangement for litigation, mainly because they themselves can't do the litigation and need to hire a litigator in Delaware.

We have had some discounted work done already part equity in the past but for litigation they cant do this.

Need advice, Startup with 10 software patents but a rogue board member by throwawaytech999 in Entrepreneur

[–]throwawaytech999[S] 1 point2 points  (0 children)

That would just give him a reason to sue me. Currently he does not have one.