
Snopes.com prevails in tentative court ruling over finances, ownership - danso
http://www.sandiegouniontribune.com/business/technology/sd-fi-snopes-tentative-20170803-story.html
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cperciva
Is there some standard mechanism in silicon valley for avoiding divorce-
related ownership problems? I imagine that VCs wouldn't be happy if a
founder's ex-spouse (who had no direct participation in the startup) ended up
with a significant stake in a company, for example.

EDIT: To clarify, I'm not saying this is the scenario here (AFAIK there are no
VCs involved either); as matthewmacleod put it, "this made me think about
divorce generally" \-- or more precisely, this is something I've wondered
about for a while and this seemed like an opportune time to satisfy my
curiosity.

~~~
matt4077
> a founder's ex-spouse (who had no direct participation in the startup)

Since both you and another comment so quickly zero in on the divorce aspect in
this story, it's worth pointing out that Barbara Mikkelson was, in fact, a
proper co-founder when snopes.com started, and worked alongside her husband
for 20 years.

This situation is no different than any other founder leaving the company and
selling his stakes. HN will have to find another way to blame this on women.

And, yes, there are mechanisms to prevent such problems. First among them
would be the right-of-last-refusal: Before you sell, you have to offer the
stock to the other co-founder(s), at the exact same terms you're offered. But
that's not automatic, and has to be established early on.

~~~
ClassyJacket
The comment you are replying to literally did not mention women or sex or
gender at all. You brought that into it.

It seems like you're the one assuming it'd be a given that the woman didn't
contribute. Nobody else said anything about them.

~~~
kyberias
But OP wrote: "ex-spouse (who had no direct participation in the startup)" =>
woman didn't contribute. Even though she did.

~~~
ClassyJacket
That's still _you_ saying that an ex spouse that didn't contribute can only
possibly be a woman.

~~~
tangus
Come on. The spouse in this case is a woman. Ok, OP already said s/he wasn't
referring to this case, it "just made him/her think about divorce generally".
Let's leave it already.

------
chmars
It's complicated:

[https://www.techdirt.com/articles/20170731/11351837890/fact-...](https://www.techdirt.com/articles/20170731/11351837890/fact-
checking-snopes-own-claims-being-held-hostage-vendor-well-complicated.shtml)

~~~
uiri
The biggest oops here is that Snopes/Bardav is an S Corp and neither Barbara's
nor Proper Media's lawyers structured the deal well (or they're just totally
unfamiliar with S Corps and/or tax law in general).

S Corps are treated as partnerships for tax purposes. Proper Media, an LLC,
wanted to buy out Barbara's stake. LLCs are not permitted to be shareholders
in an S Corp so instead of selling her stake to Proper Media, Barbara split it
up among the members (i.e. the owners) of Proper Media.

If a competent lawyer had done this deal, they would have created a trust to
re-consolidate Barbara's stake with the owners of Proper Media as
beneficiaries and Schoentrup alone or Schoentrup and Richmond as the trustees.

I know this because I am not a lawyer, I'm not even American, and it took me
only a few minutes to figure out that:

(a) trusts may own shares in an S Corp so long as the beneficiaries meet the
requirements to be an S Corp shareholder (b) trusts are permitted to own
shares in an S Corp for the purpose of consolidating a stake in the
corporation (i.e. voting rights)

I'm not really sure that anyone can own shares in an S Corp for the benefit of
an LLC since that would create a trust whose beneficiary does not meet the
requirements to be a shareholder in an S Corp. So Proper Media really has no
standing to sue Bardav nor Mikkelson. This should be a minority shareholders
vs majority shareholders lawsuit and rather easily resolved that way.

~~~
lightedman
Proper Media appears to be a Turkish company - that would explain why they've
got no clue about American law.

------
cable2600
It sounds like it could be a future story for Silicon Valley on HBO. I'm sure
this sort of thing happened before, both spouses contribute to the startup and
then they divorce and fight over ownership/control.

Most people have prenups to handle this sort of situation.

Kind of strange how up until 2016 they just did urban legends, myths, chain
letters, scams, etc. Then took on political fact checking in 2016 and by 2017
they divorce after Snoops is picked by Facebook as one of the offical fact
checkers.

I was given a link by one of my friends and posted it on my brothers timeline
as it was about vaping and side effects, but a day or two later it was flagged
as fake news and censored and I was not given a link for explination. I kind
of hoped for a link to an article as to why it was fake news and how they
debunked it.

------
Animats
Oh, it's a divorce-related issue. Ex-wife sold half ownership.

~~~
dqv
Haha. Is there a joke on HN about this? I swear every thread discussing Snopes
has someone say the exact phrase "oh, it's a divorce-related issue". It gets
me every time.

~~~
jonny_eh
Ya, I made that comment when the gofundme was first posted. In business
disputes I always wonder "how did it go wrong", especially with smart people
like the Mikkelsons.

~~~
jacquesm
> In business disputes I always wonder "how did it go wrong", especially with
> smart people like the Mikkelsons.

It's a complex problem though. Even after 30 years or so of carefully nothing
'how things go wrong' there still appears to be an infinite supply of new
reasons how things go wrong.

~~~
Danihan
This is a good start though,

[http://www.dailymail.co.uk/news/article-4042194/Facebook-
fac...](http://www.dailymail.co.uk/news/article-4042194/Facebook-fact-checker-
arbitrate-fake-news-accused-defrauding-website-pay-prostitutes-staff-includes-
escort-porn-star-Vice-Vixen-domme.html)

