
My one talk with Marissa Mayer - smacktoward
http://threads2.scripting.com/2013/may/myOneTalkWithMarissaMayer
======
ChuckMcM
_"He [Gordon Eubanks] left the room. What was I going to do? What could I do?
Nothing, that's what. :-)_ "

I like Dave and I respect what he has done for blogging and the community, I
also understand his angst here. However I think it is misplaced.

There are two things people do in commerce, one is to innovate/invent and the
other is to capture (or extract if you are being cynical) value from that
innovation.

Tumblr, like GeoCities before it, have done well on the innovate/invent part
and _failed_ at the capture value part. Once at a meeting of west coast
venture capital types I heard someone call a business 'making mud pies'. In
developing that concept further, they described a business where the founders
were having a great time building their technical vision and yet had failed to
convince anyone outside of their small circle of friends that it was worth
paying money for. Like kids making mud pies or finger painting, the act of
creation was the only reward they were getting.

In that sort of situation it's a matter of time before the entity ceases to
be.

By all reports Tumblr (like GeoCities before it) was running out of money. If
that is true, then Yahoo! has simply saved them from dissolution and retained
the traffic (and more importantly the habits of visiting) that folks on the
net have built up. They think they extract value out of it, and perhaps they
can do so with only a smaller increase in their total expenses than Tumblr
existing burn rate. That is a bet they make with themselves.

But let's return to Dave's angst for a minute. Dave saw the deal with Symantec
as Symantec getting this great thing they had produced with him to lead it
strategically, from Symantec's perspective apparently they saw other things in
the deal. Aligning thoughts and visions requires the the guy (or gal) being
acquired do three things;

1) They need to understand the real reason they were acquired (was it for
people, tech, traffic, brand?)

2) They need to figure out what they want to achieve out of the joined entity
(recognizing it may not be possible based on #1)

3) They have to communicate a plan and build a following to insure that what
they are trying to do is understood by the _organization_ rather than just one
or two people.

Its the strange thing that leaders are often as much controlled by their
organizations as they are in control of them. There are few benevolent (or
even malevolent) dictatorships, usually there is a group concensus about what
is being done. And without that, not a whole lot gets done.

Marissa has stated she doesn't want to 'screw up' this deal. And I am pretty
sure she is sincere in that, but it is less up to her than she might like.

~~~
wpietri
I share your dislike of pretend businesses. (I call it "playing office dress-
up".) But Tumblr had $14 million in revenue last year. I suspect they could be
in the black on that, and if not, they're within striking range. So I don't
think this is a "mud pie" company.

Further, businesses like Twitter, Facebook, and Tumblr have strong incentives
to defer seeking revenue as long as possible. The businesses will only succeed
at large scale. Time spend on early revenue is a distraction from what really
matters, which is pleasing users. Better to wait until you have a large share
of the market. So I think it's dangerous to look at Tumblr's current revenue
and assume that a) that says much about their future revenue, or b) the
company doesn't have a pretty solid revenue plan that they're waiting to roll
out.

~~~
timjahn
"Time spend on early revenue is a distraction"

This sentiment has been surfacing here more and more lately it seems, and
frankly, I find it sickening.

Companies make money.

Maybe I'm crazy, but the idea of constantly seeking funding for my company
instead of simply asking my customers to pay me just seems absolutely
ludicrous.

~~~
nlh
Totally agreed with your sentiment.

The reality the tech industry is facing at the moment is this, however --
there are three things people are building these days:

1\. Businesses.

2\. Products.

3\. Features.

You're absolutely right. If your goal is to build a business - you should be
focused on making money and keeping the business viable. Long term, businesses
can and will be self-sustaining.

Products, however, don't need to be. Lots of people are building products
these days and making a boatload of money selling them to businesses. There's
nothing wrong with it - it seems, at times, to be a very good way of making
money.

What makes you (and me) sick is when people mix up what's what.

So we should amend..."Time spent on early revenue is a distraction"...if your
goal is to build a great product.

(Features are what you think they are - just products with too narrow a focus
to stand by themselves.)

~~~
wpietri
I agree 100% with this when your user is your customer. And I especially agree
there are lot of people who confuse products and businesses.

But there are companies where the user is the product. In that case, early
monetization can substantially harm your goal of creating a valuable asset.
All of the companies I listed are good examples of that.

Unfortunately, their popularity makes entrepreneurs think their products can
also be businesses. The obvious failure is people who just don't think about
revenue.

The subtle failure is people who say, "Oh, we'll run ads!" without every
understanding what that means. I know people who have built ad-supported
businesses, and at this point it's an extremely challenging space.

------
vishaldpatel
Come on, folks, time to relax with the name-calling: he was using his
experience to convey a wider point: when you sell something, it belongs to the
buyer. They can do what they want with it. Expecting some part is foolish - we
can, at best, offer our services to help them make their newly acquired
purchase even better.

~~~
davewiner
Thank you.

------
danilocampos
So Dave Winer gets sanctimonious about a tiny change to a small side-product
of Google's and he extrapolates many conclusions based on Mayer's entirely
natural eye rolling.

As a meta comment, Winer is a unfortunate last name for this gentleman given
the overall tone and timbre of what he has to say. Google giving preferential
treatment to Blogger _content_ , by giving special SERP positioning,
distinctive formatting, or other embellishment, would have been worth making a
fuss about. That would have been a big deal.

But this is a little button on a toolbar that many Google users never even
used. And it's only for creating content, which is a side-show to Google's
main purpose, which is finding content.

This is how you squander your capital.

~~~
curiouslurker
Dave Winer needs to let go of the past. He did good work for the developer
community in the past but hey, move on. This is a gentleman who is still
bitter because "I am no longer invited to join the boards of startups. To you
young programmers, if you think Javascript is that different from C, think
again [and, please, invite me to join your boards, sob, sob, sob]" :)

~~~
mindcrime
Interesting. If I thought Dave Winer was interested in that sort of thing, I'd
probably invite him to be on our board. I mean, he's not exactly some Joe
Schmoo who just fell of the tomato truck. He has done some incredibly
important work for the Web over the years[1].

[1]: <http://en.wikipedia.org/wiki/Dave_Winer>

------
voidlogic
>>He watched a couple of slides and thanked me for the input. I asked What
about my chief architect role? He told me that was something they told me to
get me to do the deal.

I'm probably naive, but couldn't something like this be put into the
acquisition contract, maybe even with monetary penalties if certain objective
criteria (like reporting employee count or C-level meeting attendance) are not
met? I realize that is not by any means bullet proof, but couldn't this kind
of treatment at least be made harder?

~~~
smacktoward
You can definitely get a title into a contract, that's easy. Getting something
in that makes the other party take the title seriously is harder. How do you
require someone to respect your opinion?

You could try something like demanding X number of reporting employees or Y
execs who agree to attend your meetings, I guess. But the other party is going
to reflexively resist getting down to this level of detail in the contract,
even if they're completely sincere about the promises they've made to you,
just because no business owner likes to have their hands tied operationally in
such a way. Not to mention that even those types of clauses can be worked
around -- you get a guarantee that the COO will attend a weekly meeting, and
then he makes a big show each time of answering email on his smartphone rather
than paying attention to what you're saying. Might seem unfair to you as the
acquired party, but everyone else in the company will be rooting for him
against the "outsider."

~~~
davewiner
It was in my contract.

But they knew that at the time it would become an issue I'd be a large
shareholder in the company and would not want to do anything to hurt it,
because that would just be hurting myself.

Ultimately those kinds of terms are meaningless. That's what I learned then.
I've never heard of a counter-example.

~~~
mst
I wonder whether you could create a clause that allows you to publically
register your dissatisfaction with being ignored without (legal) consequence?

I mean, if you're at the 'blogging your rage' stage you probably don't care if
you still work there tomorrow, but nailing down that if they screw up, you're
allowed to publically state that on the way out might at least make it
possible for future founders to reconsider their deal options.

~~~
wpietri
It's not about the legal consequences. It's about money and reputation.

Suppose you quit an acquiring company and bad-mouth it in the press.

First, you're probably losing money just by quitting. If they kept you around,
they probably gave you some sort of incentive to stay. E.g., stock that
gradually vests, or a portion of the acquisition price that was held back.

Second, you probably own a good chunk of the company's stock. If your bad-
mouthing is successful, that price will go down. So you've just lost money
that way.

Third, if you had partners or employees who also have stock, you've just cost
them all money. Man, they'll love you for that.

Fourth, you are now on record in the press as the kind of person who bad-
mouths the company you're working for. That _might_ mean that the next people
you work for won't cross you like that. But it _certainly_ means that people
are going to be more reluctant to hire you or acquire your next company.

Generally, I think the better play is to be classy about it. If you keep a
strong reputation, odds are good somebody will eventually ask you on the quiet
about the acquiring company or one of the executives involved. _That's_ your
chance to stick the knife in. Rather than making a little quickly-forgotten
noise, you might be able to kill an important deal.

~~~
ScottBurson
> you might be able to kill an important deal

That's still stupid and could backfire badly.

No, the best plan is not to want anything out of the acquisition besides the
cash. Sell it, walk away, do your next thing.

~~~
wpietri
The heart wants what it wants. You use plans to fulfill those. You can't plan
what you want.

If all you want is the cash, fine. Sometimes people want more. And often they
get it.

------
Isamu
I thought there were some very good tidbits in this post.

I.e. if you are doing a deal, don't be surprised if only the immediate terms
are honored. Don't bank on future promises.

I like the example of Dave getting the "Architect" title as a result of a deal
- but afterwards the meaning of the title was ignored. Nice bait and switch!
Something to look out for in a deal, I would have fallen for that.

Another example I hear about is: museum acquires a bequest of an art
collection, but with some stipulation about how it is to be treated, kept
intact, etc. Once the deal is done, the museum does what it likes. Now the
museum may be squandering its capital in its reputation among potential
patrons, but that's a calculation they make.

~~~
dragonwriter
> I.e. if you are doing a deal, don't be surprised if only the immediate terms
> are honored. Don't bank on future promises.

Dave himself admits that he felt like he had a disincentive to enforce the
future promises due to what he had already received as a result of the more
immediate terms -- a contract is, ultimately, not just a set of promises, but
a set of promises that the parties feel need to be backed by the threat of
legal action to ensure compliance.

If, for any of those promises, you aren't going to be _willing_ to act on that
threat when they are violated, and the other party knows the incentive
structure that makes you unwilling to act on the threat, well, then the threat
is gone, and if you didn't need the threat to enforce the promises, you
wouldn't have needed a contract in the first place.

That doesn't really mean there is a difference between short-term and longer-
term promises, it means that there is a difference between promises backed by
the credible threat of legal action and promises not backed by the credible
threat of legal action, which is rather the _entire reason contracts exist in
the first place_.

------
mindcrime
I think Dave's final point is spot on. That's why, IF we ever get to the point
where Fogbeam becomes an acquisition target, and IF we sell, my mindset is
going to be very much "take it, it's yours, do what you want with it." I
wouldn't even ask for a fancy title or any kind of executive position in the
combined company. I'd just want the shortest possible "golden handcuff"
period, and a place to sit and surf Hacker News while waiting for the period
to end.

The flip-side is, of course, that this is why it would be hard to decide to
sell. _sigh_

~~~
kjackson2012
Congrats, you singlehandedly killed any desire for anyone to ever want to
acquire your business. Who would possibly want to buy a business where the
founder is ready to abandon ship as quickly as possible?

~~~
mindcrime
Pretty much every big company who acquires a smaller company, slaps a pair of
golden handcuffs on the founders, and then proceeds to strip them of any power
or responsibility. And that seems to be a fairly prevalent theme, especially
with companies like Yahoo.

------
tonfa
> There was concern in the wider blogging community that Google might use its
> power in search to give people an incentive to use Blogger over other
> publishing platforms. They said this would never happen.

> But a few weeks after the deal they broke the promise. They added a
> BlogThis! button to Google Toolbar.

I don't really see how adding something to the toolbar would be using your
"power in search".

~~~
smacktoward
The Google Toolbar was once a very widely used piece of software. The vast
majority of those who used it did so to add a Google search box into their
browser chrome. So integrating unrelated services into the toolbar was a way
to use the popularity of their search product to boost the visibility of
other, unrelated products.

------
donpark
Lesson here is even smart folks can't leave the messenger out of the message
which is:

    
    
        Promises made during acquisition are meaningless.
    

If you find value in the message, keep it. If not, ignore it. There is
absolutely no sane reason to bite the messenger.

------
ryanglasgow
_"I negotiated for myself a role as the "Chief architect of Symantec's Mac
strategy."_

If you have to negotiate a made-up role for yourself during the acquisition of
your own company, it's clear the company sees no value in your input and only
wants your product and customers. I doubt David Karp had to negotiate a role
for himself because his expertise, just as much as his company, was sought
after.

------
mratzloff
The link is down for me. Here is the Google cached version:

[http://webcache.googleusercontent.com/search?q=cache:threads...](http://webcache.googleusercontent.com/search?q=cache:threads2.scripting.com/2013/may/myOneTalkWithMarissaMayer)

------
davewiner
I wrote a blog post based on my experiences with the trolls here yesterday.

[http://threads2.scripting.com/2013/may/hackerNewsIsDepressin...](http://threads2.scripting.com/2013/may/hackerNewsIsDepressing)

I hope you upvote this enough so it's visible alongside the abusive stuff the
trolls posted. Thanks.

~~~
veidr
> _I hope you upvote this enough so it's visible_

That's unlikely to happen, because there's nothing interesting or valuable in
your follow-up post (unlike the original post, which had a salient and timely
point that was buttressed by a somewhat interesting anecdote based on personal
experience).

It's basically just, "HN readers are 'trolls' and 'assholes' and 'they' are
_Wrong About Dave Winer_." Well, buddy, welcome to the internet.

HN may be one of the better internet discussion forums, but it is still an
internet discussion forum. Frankly, I'm surprised that the grandfather of
blogging can get this upset by the comments of strangers on the interweb
tubes. If HN comments really make you "depressed", then I think you should
take a step back and think about why you care so much.

(Especially since other HN commenters pushed back against basically all of the
really moronic "hurhurhur, Dave WHINE-er, get it" comments, and the bulk of
the thread was either supporting your post or at least pointing out that the
attacks on it were mostly stupid. But even if that hadn't happened, and every
single HN user ridiculed your post: so what?)

Finally, regarding the idea that HN should let you block your posts from being
linked here: sorry man, other websites aren't _about_ you. They're about the
people who create and use them. And if your (original) post was of interest to
the HN readership -- which I'm pretty sure it was, since it made the front
page -- then who are you to say who gets to link to it?

People can link to -- and say -- whatever they want. That's how this whole
"web" fad works.

~~~
Tomis02
> It's basically just, "HN readers are 'trolls' and 'assholes' and 'they' are
> Wrong About Dave Winer."

Well to be fair it is mostly true, and it doesn't hurt to repeat it every once
in a while.

------
daniel-cussen
"All I remember of it was there came a point in the conversation when Mayer
had had enough. She just got up and left."

That's some selective memory Dave Winer has. I wonder what he said? Should I
expect to find out on a blog post from Marissa Mayer on the subject, on her
brand new Tumbler?

------
conductr
>> On the acquisition, they said they wouldn't do anything to tilt the table
in favor of Blogger.

I believe they meant that Blogger blogs would not be given an advantage in the
SE algo. Eg. given top search results just because of the blogging platform.

I think you took it wrong. Why would they buy Blogger and promise to never
promote it? Doesn't make sense.

------
joyeuse6701
I like how one incident from 10 years ago, however topically relevant is used
to sway opinion on someone. Where's the forgiveness, people can change!
Anyway, even if tumblr was altered, the internet can always make another
community as good if not better.

~~~
davewiner
I didn't say that it's not possible that Yahoo means everything they said. But
I don't think they begin to understand what they're promising. That doesn't
bode well for them keeping the promises.

------
greggman
My impression is there's often a lot of mis-communication. It could easily be
that Google was 100% sincere. When they said they wouldn't give preferential
treatment to Blogger they might have only been thinking about search results
and nothing else. So in their mind they didn't break any agreement.

Conversely the other side might have thought "If Google runs a TV ad for
Blogger they have to run TV ads for all other competing blogging systems and
give them equal time."

Neither side is wrong, they just failed to convey what they were actually
thinking when saying "no preferential treatment".

I've been in a similar situation where I has a partner in a small game dev
company. We got a contract from a publisher to implement a game they had
mostly designed already. When signing the deal we were told we could have
input into the design. What the publisher meant was "We'll consider your
comments and tweak a few things if we agree with them." What some of my
partners heard was "The design can be 100% thrown away and re-created from
scratch by us".

Needless to say there was lots of frustration on both sides.

------
cmalpeli
I think Dave has done a good job of retelling a relevant and timely story from
his perspective. It's a cautionary tale to any potentially naive sellers of
their businesses out there. I don't see this as complaining, but simply
providing an additional lens on a oft-repeated tale of big co acquiring hot
tech of the moment....there's wisdom in these words!

~~~
bgilroy26
I agree about the relevance of this story, and I'm a big fan of Dave's from
his generosity to the Perl community, but his point would have been better
served if he had been less personal and if he had taken his analysis a step
further.

I think any time you characterize somebody in a negative light, it's best to
acknowledge the risk that you didn't have the whole story.

In addition the fact that lawyers and the law aren't mentioned is a big gap in
the point Dave makes. If you're working with strangers in America on something
that is worth more than ten thousand dollars to you,the extent to which you
can get a llawyer involved is the extent to which you can safeguard your
interests.

Now, at risk in the tumblr acquisition seems to be tumblr's handle on cool.
The situation of how tough it is for suits to draw up an agreement that
protects "cool" set against how important such a challenge is during an
acquisition might have made for a more interesting discussion.

As it stands, the takeaway for this story is basically "don't forget to bring
a lawyer!"

------
Zigurd
This is an odd and unintentionally revealing rant. Does anyone remember the
"Blog this!" button? Any material effect on anything? And who was embarrassed
about what?

------
neurotech1
The problem with the OP is that he is combining two separate deals into one
point in the story. It sounded like his company was acquired by Symantec, not
Yahoo, not Google, and ultimately didn't get all he was promised from Symantec
title wise.

The Google interaction with Marissa Mayer was about a product integration
partnership. That's completely different than an acquisition type discussion.

I've only met Marissa Mayer once at a conference, and was impressed by her
technical knowledge of Google services. I'd also believe she might come off a
little aloof at times, as she was a high-level executive at Google and Now CEO
at Yahoo.

The fact is that Tumblr has limited cashflow to fund growth, and Yahoo has the
cash.

------
k-mcgrady
Why should Google add other blog services to the blog this button? They agreed
not to give blogger preference in search. Google Toolbar was a separate
product and they had no obligation to include competitors blog services in a
feature of it.

------
marcamillion
I think taking 1 data point of 1 experience from Mayer when she was an exec at
Google to extrapolate it over her entire strategy at Yahoo! is an over-reach.

I can't speak to why the meeting played out the way it did....but I could see
myself doing the same thing. Google just spent $80M (or w/e the purchase price
was) on an acquisition.

They didn't block other blogs (or platforms) from the SERP results or anything
like that. They just used their reach to improve the value of the asset they
just acquired.

To ask them to do otherwise is really selfish, imho.

Then to take that one action and extrapolate it over her entire decision-
making apparatus at a new company and entirely different type of
acquisition.....

------
ryanac
"All this is to say that the promises execs make on acquisitions are
meaningless."

Well yeah, all promises are meaningless. Were any of these promises in writing
as part of the acquisition? I mean are they legally bound to comply? If not,
why would you expect to have any control over operations and decisions,
regardless of your title, after being acquired? It's not your company
anymore...

Also there's no detailed information about the meeting itself to show us how
you came to that conclusion however true it is. I'm guessing they wouldn't
listen to your advice, but again why would you expect them to?

------
gregors
Companies buy other companies to make money. That's it. Once you sell a
company, house, car whatever that's it. You've sold it. The new owner can do
whatever they want. People don't really seem to get that.

------
Uchikoma
"Back then Google cared a little about what I thought"

A typical Dave.

~~~
davewiner
It's the truth. You mean it's typical of me to tell the truth?

~~~
Uchikoma
No, it's typical for your ego.

------
brackin
You always have a boss. Before David Karp was responsible to his investors,
now he's responsible to Mayer and the Yahoo shareholders. It's not that
different other than the fact that Yahoo (at least for now) has enough money
to let them live on.

------
jagtesh
Now I maybe speaking out of my ass here, having never been in David's
position. Shouldn't his future designation have been part of the contract?

As an example, admittedly unrelated to this, when J.K.Rowling agreed for Harry
Potter movie to be made, she negotiated and put a condition in the contract
for the entire cast to be British or Irish.

------
mcguire
_"All this is to say that the promises execs make on acquisitions are
meaningless."_

This is news?

[Upon reading the comments, apparently it is.]

------
killjoymcfly


------
corresation
Dave would be well served to knock the chip off his own shoulder, and it has
been disheartening to see his bitterness increase.

He does a disservice to other "older" developers and technology buffs, as not
all of us want to regale you with tales of the old days, nor demand penance
for having done something once.

~~~
Terretta
> _He does a disservice to other "older" developers and technology buffs, as
> not all of us want to regale you with tales of the old days..._

Once upon a time, we enjoyed exchanging stories as a way of sharing and
building on the wisdom learned from hard knocks, bootstrapping one another.
Pretty sure that's how civilization progresses.

~~~
corresation
It's also how civilization stagnates. Stories have value, but not to diminish
someone else's achievement or to argue against progress.

