
Sergey Aleynikov Loses in Goldman Fight Over Fees - RenierZA
http://www.bloomberg.com/news/2014-09-03/ex-goldman-programmer-s-legal-fee-advance-rejected.html
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rayiner
The Delaware law provisions in question exist because the officers and
directors of a corporation are often sued for the alleged misconduct of the
corporation itself, and it's reasonable in those circumstances for the
corporation to pay for their defense.

A VP at Goldman is, I think, the third lowest ranking front-office position.
Not only is it not the sort of "officer" that Delaware law contemplates, but
it's also not the sort of context Delaware law contemplates. Aleynikov wasn't
accused of wrongdoing in his official capacity as an officer of the
corporation. That might be something like a CEO being accused of funneling
contracts to his brother's company. Aleynikov was accused of wrongdoing that
was incidental to his employment.

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deciplex
>A VP at Goldman is, I think, the third lowest ranking front-office position.

So what? Let's just stick with the letter of the law, otherwise we're just
choosing the letter or the spirit, whichever is more advantageous for the
higher-status party. I have no doubt that, had he lost on a _technicality_
rather than this bullshit, the inverse of your post would be the top comment
instead (though I'm pretty sure it wouldn't have the same author, I hope).

~~~
jamesaguilar
The letter of the law does not impinge on this question, since there is no law
mapping bank employee designations to legally-defined officers of a bank.

~~~
deciplex
Here's the law in question, for the record:

>Expenses (including attorneys’ fees) incurred by an officer or director of
the corporation in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this section.
Such expenses (including attorneys’ fees) . . . may be so paid upon such terms
and conditions, if any, as the corporation deems appropriate.

You'll notice that, unlike the article above (and a few other sources), there
is nothing here about 'other employees' or agents of the company or whatever
else. It is strictly officers and directors.

But, I'm surprised it's ambiguous that he's an officer. I don't work for
Goldman, but I do work for a similarly large corporation in the same industry,
and I can tell you there is _no question_ that I'm an officer, at least
according to the company bylaws, where I have to follow even the rules laid
out specifically for officers. I assume it was the same for him, since he's in
a similar position to myself (actually, a bit higher up, even).

Perhaps the bylaws at Goldman are just weirdly ambiguous and open to
interpretation. Knowing what I know of management culture at Goldman Sachs, it
would not surprise me in the slightest to learn they chose to keep them this
way. However, if they are wording their bylaws in such a way, I see no reason
for the court to give them the benefit of doubt in determining whether he's an
officer.

I mean, taken at face value, all you're saying is that a company _never_ has
to follow this law, since they can always claim someone isn't an officer or
director.

~~~
rayiner
Its not ambiguous whether he's an officer. The word "officer" is an term of
art. It means someone who has official management roles in the corporation,
someone who has special fiduciary duties, etc. A VP at Goldman has none of
those things.

A good question to ask is: can a VP at Goldman be sued for injuring the
corporation through transactions involving a conflict of interest? An officer
can, because he has a fiduciary duty to the corporation. An employee does not.

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spindritf
They're all vice presidents there? American Psycho is becoming truer every
day.

 _the ruling gives Goldman an incentive to keep the ambiguous language in
place so it can reserve the right to make “unpredictable post hoc
determinations about which former employees should be advanced attorney’s fees
and which shouldn’t,” Fuentes wrote._

Maybe there's some selection bias going, or I'm a contrarian, but somehow
dissents usually make more sense than rulings.

~~~
jrockway
Standard investment bank titles. At BofA, where I worked, the progression was
Officer -> Assistant VP -> VP -> Director -> Managing Director.

In the software world, this is something like SWE II, SWE III, Senior SWE,
Staff SWE, Senior Staff SWE. The titles in the software world don't make much
sense either.

~~~
ianstallings
Man somedays I am just so happy to work for startups. I get to choose my own
title. My last one was lead guitar, but it ended up confusing people so I
changed it to just "lead". My current one is "software guy".

Edit: Oh sorry, I didn't know this was a _serious_ topic, for _serious_
discussion only. I'll just take my awesome title and go live it up, doing what
the fuck I want. Have fun filling out your TPS reports.

~~~
HCIdivision17
I got a kick out of my first plant job. HR manager asked me what title my
position was, I shrugged, "Process Engineer?" And thus became such.

It's fascinating how titles can be both so important legally (i.e. In this
article) or irrelevant (everyday life?)

~~~
Yardlink
I don't think titles are important legally. It's hard to believe his lawyer
misunderstood that when it was apparently true according to the appeal judges.
I know for instance, in copyright law, being an "employee" is important for
deciding ownership, but you're not an employee just because you boss gives you
that title, you have to be acting like one according to an odd set of rules.

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ianstallings
Goddam the links on that article are annoying. None of them are sources, just
links to general "topics" under bloomberg. Completely confusing.

Read this instead:
[http://en.wikipedia.org/wiki/Sergey_Aleynikov](http://en.wikipedia.org/wiki/Sergey_Aleynikov)

That being said, this just shows how much power Goldman wields with the
establishment and it was kind of a scary insight into their recorded
weirdness. Basically they just said to the FBI that he stole the source code
and he _could_ possibly use the code to manipulate markets. This is a guy that
writes the code to manipulate markets, but then he was a criminal, because he
might do it for himself. The whole thing is insane IMHO.

~~~
rhizome
_Goddam the links on that article are annoying. None of them are sources, just
links to general "topics" under bloomberg. Completely confusing._

It's ILA: Internal Link Architecture. It was the hot thing several years back.

[http://www.seobook.com/archives/002332.shtml](http://www.seobook.com/archives/002332.shtml)

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code_monkey_vp
VP is common across the 'Murican banks. I am one, albeit in a different
continent.

VPs don't need to manage a team, but they do often shoulder some
responsibility for a project, or maybe, even run the project. Usually, it is
the level of pay that bumps them into the VP bracket. Not much else.

~~~
wclax04
And American VPs are Executive Directors in the UK

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davidw
I hope everything ends up well for him. I've been a very appreciative user,
and occasional committer to erlexec:
[https://github.com/saleyn/erlexec](https://github.com/saleyn/erlexec)

It was kind of a shock when I put 2 and 2 together and realized who the author
was, as I'd already been using the code for a while.

------
Tosh108
Why are legal costs so ridiculously high in the states?

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rayiner
Because we have many rich people and corporations willing to spend a lot of
money to make sure they don't lose their cases. According to Wikipedia,
Aleynikov was making over $1m per year at a Goldman competitor after he left.

And it looks like he got his money's worth. There was no dispute that he took
the code. His "open source" defense apparently fell through, and a jury
convicted him. He only won on appeal because he convinced the Second Circuit
that software wasn't a trade secret within the Electronic Espionage Act,
something which Congress went and explicitly my added in response to the court
case.

~~~
foobarqux
I don't think Aleynikov started his job at his subsequent employer, they
rescinded his offer after the Goldman allegations.

