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My one talk with Marissa Mayer (scripting.com)
321 points by smacktoward on May 20, 2013 | hide | past | web | favorite | 150 comments

"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.

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.

Anyone that pays $1.1B for a company with $14M in revenue is either stupid, or they have a plan. You can either assume Marisa Meyer is stupid, and she is going to leave Tumblr alone, then have to take a massive write down in a few years, and get then fired. Or you can assume that she has some sort of vision for how to monetize Tumblr. Any promises made and statements to the press are simply irrelevant.

What is relevant is whether she can get the Tumblr employees on board with her monetization plan. David Karp doesn't seem like the kind of guy that can get on board with someone else's vision. I have a feeling he will be sidelined and then gone at the first available opportunity.

"Anyone that pays $1.1B for a company with $14M in revenue is either stupid, or they have a plan"

There is a third option, of course: that they have a stupid plan.

It is a bit more complicated than that. Below is my stab:

- Probability that social media users are fickle and Tumblr is on a death march where no plan could fix the business: 20%

- Probability MM has a good plan, given that Tumblr's employees and investors didn't have a plan to turn it into a real business: 30%

- Probability that Yahoo can execute the plan, given they have a good one: 50%

Thus P(This ends badly for Yahoo) = 1- .8 * .3 * .5 => 88%

For a big corporation it is not important to succeed in most acquisition. The real risk, is that some startup eats your current business model and you didn't buy it when you could still afford it. If most acquisitions "fail" that is ok, you still sit on a ton of money.

In other words, probability is more or less irrelevant, because if you fail it means a small loss which does not risk the company's future, on the other hand, if you don't acquire, and the small business succeeds big time, then that is a big loss, and may eventually kill you.

I agree with your point, but just one quibble: from what I'm reading, you've made the argument that the probability of yahoo as a whole failing is the probability to watch during a merger.

I don't see from your argument that probability is a bad tool in analyzing this situation.

Yahoo is not acquiring Tumblr in the traditional sense.

Tumblr is the new Yahoo.

What has been Yahoo up until now will begin to play a secondary and support role to Tumblr. So Flickr becomes the preferred photo sharing service for Tumblr.

Unlike the traditional acquisition where the acquired company disappears, this is the case where the acquiring company will disappear.

Yahoo's ability to stay alive as a large profitable business for another 10 years is dependent upon this transformation.

It's only through this lens that any kind of financial analysis makes sense. Any traditional, or sensible financial analysis will come the logical conclusion that this is an utterly foolish move.

But if you're Google in 2002, Pay Per Click Ads is the company bet -- and today's $300B Google is the result.

Meyer is making the equivalent of Google's PPC bet -- however, the goals are not massive profits as Google's were, but Meyer's goal is to return Yahoo to a role of prominence and profitability as a consumer property.

(that being said, my bet is that this turns ends badly for Yahoo and especially the shareholders).

She's making lots of moves that are young and women focused. She is cementing the Yahoo! brand with young entrepreneurs again and most importantly women and younger women.

If you have a brand problem you go younger, later on these people are a massive force if you do it right. It could be argued that Yahoo! is really a ladies platform and that is also what brought Facebook to critical mass (in fact top gamers in the casual space are middle-aged women, they also consume lots of content like Yahoo broadcasts). My wife loves Yahoo. She is buying future.

And yes, Dave here is right, don't think for one second that controlling stake in a company means it won't change, not alot soon, and maybe carefully. But, she has a grasp on the future with this buy. Mayer is the same individual that oversaw product during Blogger, YouTube, etc at Google. Meanwhile at the old Yahoo, Flickr and Delicious were not used correctly.

The only thing I didn't like about Mayer's moves is still the remote worker changes she enforced, I think that is a huge limiting factor for Yahoo talent. Will Tumblr's team be forced to move into the Yahoo! offices? Is a remote office too remote? I think moving operations that work like that would be a mistake.

"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.

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.)

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.

This is the most eloquent way of putting this I've seen. Well said, my friend.

Agreed. In fact, I don't think there is anything more important to focus on in a startup than "what is the most impactful thing I could do right now, vis-a-vis generating revenue".

Of course, that might lead you to wonder "Then WTF are you doing on here right now?" Well, simply, I'm stuck at my $DAYJOB right now and don't have anything productive to do, but it would be awkward to be working on my project from here. But in terms of time I spend on the startup, I'm trying very hard right now to stop looking so much at "big picture" stuff, narrow the vision, reign in my ambitions (for now) and focus on "what will get us to revenue fastest?"

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.

FWIW, I agree 100%

It really depends on the kind of business. I agree generally, but these network-effect free-to-use companies are an exception.

If your business model is "sell user eyeballs", then you have to be really large to have a real business. And the eyeball-selling market is pretty well-understood at this point, so it's not like "companies will buy ads against demographic X" is not a hypothesis you need to test by trying it.

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.

Well they clearly aren't. The company has received $125 million in funding to date, including $85 million about 18 months ago. Their costs are obviously well over $14 million a year.

I don't think that's obvious.

They could have take the $85 million because the getting was good and they wanted substantial independence for several years. (This happy funding climate won't last forever.) Or they could have taken it with an intention to spend a lot on marketing. Or they could have done it so they had a war chest for small acquisitions, or for major expansion.

Even if their current burn is over $14 million, which I agree is plausible, I still suspect that they could be in the black on that if they wanted. They have significant server operation costs, but I think even that plus a solid staff would fit.


According to that, Tumblr had 20 billion monthly pageviews around september 2012. That is about 250 billion pageviews a year.


Gives a very rough estimate of about 50k in server costs for 1 billion page views. That would be $12 million a year in server costs alone.

As of May, they had 178 employees. It is going to take a lot more than $2 million to pay those employees, then you have all the on costs, office space, advertising, etc, etc. I'd be very surprised if they weren't losing more than $15 million a year, and going on those quick calculations + knowing how much money they have raised, I think they're at a net loss of about $40 million a year, or more.

I said "its obvious" based on the rumours they are running out of money plus knowledge of when they last raised money. But doing a quick calculation as shown here throws up the same conclusion.

For crying out loud -- there's no "angst" in this -- I'm just telling a couple of stories.

And thanks for telling them -- for better or worse. The grand story of the web is personalized through these kinds of anecdotes. And the advice/opinions are honest. If you sell, you must be prepared to deal with changes in direction you disagree with. When push comes to shove, you will lose if you can't persuade. There's no more tell, after the sell.

And they are great stories!

Hear hear, I'd love to read more of them!

I experienced acquisition hell when the company I worked for got bought by EMC. EMC all but destroyed it.

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.

Thank you.

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.

We're talking about someone who contributed a lot to the internet as it is today, so a minimal measure of respect would seem to be in order. Not that personal attacks are OK in other cases.

But if we're doing character critique, I wouldn't say he typically whines a lot. He does occasionally come across as bitter and self-indulgent on his blog however.

I have to say that in this example, he either doesn't do a good job of explaining what's so horrible about "the button problem", or it is indeed an instance where walking out on the conference call was probably the kindest thing Mayer could have done. A lot of us would probably have either laughed or yelled at him.

On the other hand, I can see how the intent of making the Blog This! button software-agnostic was ahead of its time. I certainly wish there had been more of that, it would have led to a different set of rules for web apps as they are today. But I guess (or rather: hope) the point where the web globally recognizes the value and spirit of openness is still in the future.

"On the other hand, I can see how the intent of making the Blog This! button software-agnostic was ahead of its time."

At the risk of putting words in his mouth, I imagine part of his frustration is probably that making it software-dependent was a regression. There was already a budding ecosystem of blog-system-agnostic authoring tools, building off protocols he'd had a significant hand in, and while the protocol as it stood at the time[1] was probably going to require a version 2 at some point, it really wasn't that hard to make things like that very cross-platform. Even now from what I can see, there's a lot of overlap between the various platforms, and with the addition of some ability to upload images and other media into a rich text blog post you could probably catch >99.9% of blog posts made today across all the popular blogging platforms.

I still think the blogging world may yet rise again as the centralization meets the end it always does, but when that happens it will be recapitulating development that has largely already occurred, ten+ years ago. (And if history is any guide, it will be from scratch and with loud acclamations about how innovative it all is.)

[1]: http://en.wikipedia.org/wiki/MetaWeblog

I'm not sure how we're currently not in a golden age of self-published content. The idea that we're only there when we have some sort of meta-distributed protocol is a pretty big implicit value judgment.

I didn't say that we're not in a good time. I said centralization will meet its inevitable end. It's inevitable whether it's good or bad. (Usually it's a lot of both.)

Please do elaborate, because I happen to hold the opposite view. Decentralized systems are hard to implement: QoS, reliability, search, security, etc.

They are harder, but they eventually dominate the centralized systems. This is probably due to a combination of the O(n^2) value of the decentralized system dominating even the most valuable centralized system, and also the fact of centralization inevitably produces a whole bunch of people out to get the central player.

But I don't really know. This isn't an normative argument I'm making about what I think should be, it's an observation about history. Centralized email has given way to SMTP, for better and for worse. Centralized document systems gave way to gopher gave way to the web. Centralized newsgroups gave way to distributed forums. Centralized social media will eventually give way to a richer distributed ecosystem. I don't even know exactly how, but it will happen someday. It's just what happens. Eventually, too many people will be gunning for Facebook for them to be the monopoly.

(Probably the best counterexample is IM, which never properly federated. Arguably, this is because IM simply isn't that desirable. It's something people sorta kinda want, but not so much that it's actually monetizable, so possibly it's evidence in favor of the "success produces lots of people gunning for a piece of the pie" being the dominant factor. IM has never had anyone so successful (monetarily) that we had tons of people gunning for that space.)

> They are harder, but they eventually dominate the centralized systems.

Like Google, Amazon, Apple, Microsoft. All examples of big decentralized systems. Like the gradual consolidation of telecoms?

This is snarky, but only because I'm feeling sassy. Honest question, "Do decentralized systems actually win?" I hear this a lot as an axiom without any real evidence.

Bitter and self-indulgent? That's pretty much Winer every day on his blog. He gets excited, talks up whatever he's working on, gets upset when he's ignored, and hates whenever anyone else is getting attention he believes he deserves.

I'm sorry, Dave has helped create and develop some good things in the past, but it's time people were honest and not 'afraid' of how they might sound.

Dave Winer is a bitter, angry man. Period. He's always been that way, and it's only gotten worse as he's gotten older. He's spent an entire career attacking, and now that there's a new generation of creators and he's been forgotten, he's stomping his feet because I'm sure he feels as if he's being ignored. And in many ways, he is. No one really wants to deal with an egomaniac.

I actually feel sorry for Dave Winer, but we reap what we sow. And he's definitely reaping at this stage of his career.

> but it's time people were honest and not 'afraid' of how they might sound.

On that note, why don't you post this with your real account then? I'm using my real name, Danilo sure is using his, and we're talking (trash) about a real person who, by the way, also has an HN account to his name. You, however, created in2d for the sole purpose of making this inflammatory comment.

Hacker News has always been like this.

What's new at least in my experience is that the jerks are getting some pushback.

I doubt if any of these people know me. I'm working hard on a startup now, with good results.

I don't know who they're describing here, but it ain't me! ;-)

Dark chocolate perhaps?

FWIW I think the best thing about the existence of blogs is learning from others' successes and mistakes. The stories of the successes sometimes come off as self-indulgent, the stories of the mistakes sometimes come across as bitter. Such is life.

And you know what? Some day I might be fortunate enough to be in the position to negotiate myself the title of "Grand Poo-Bah of Integrating All The Things" at the acquiring company, and I'll remember your article and negotiate for a nicer parking spot instead. Cheers!

EDIT: s/come/sometimes come/g

This is the best comment I've read in this thread.

Hey, for what it's worth we're for the most part just doing cheap shots from the peanut gallery (myself included). Keep in mind that this particular thread hasn't necessarily been about content.

Whether I agree with you on particular issues or not, I think your willingness to engage with the community is exemplary - I really wish more influential people would do that.

I just want to say, it was entirely unreasonable of them to have made personal comments about you. There was a comment that compared you to a "whiner", and another that slagged off at you for no particularly good reason that I could see.

Both posts I voted down, and I hope others do also. HN is better than this. I'm sorry you had to read that crap. I wish you the best at your next startup!

You missed the point completely in order to make some stupid personal attack, as did everybody that upvoted you.

The point of the article is about not trusting anything an acquiring company says, because they will say anything in order to get the deal. The other stuff was just some colour.

I know what you're saying, but I dismiss it for two reasons:

First, if Winer wants to get link-baity by piggybacking someone in the news, let's give some scrutiny to the relevance of that case. This is pretty silly-sounding stuff and I'm inclined to come down pretty firmly on Mayer's side by his account.

My job is to be willing to be persuaded – not to be a pushover to any opinion. It's the author's job to persuade – and to decide when name dropping is more trouble than it's worth.

The other reason: I'm not going to clap when someone makes an entirely self-evident point for the sole purpose of attaching their name to someone newsworthy.

If you want to stop something you think is linkbait, be smart, don't link to it.

>You missed the point completely in order to make some stupid personal attack

To be fair, the blog post in question spends the first half of its content avoiding the point completely in order to make some stupid personal attack. When the author misses his own point, it can be hard for readers not to do the same.

Unnecessary ad hominems aside, you're confusing what we know now (BlogThis! didn't become big and important) with what was a realistic concern then (distributing easy-to-use one-click blogging that biased towards one platform would grow that platform substantially, and that this would actually matter).

Worth noting, of course, that some part of Tumblr's growth has come precisely from their equivalent of a BlogThis! button - it just took a few more years.

To add to that, if Google didn't think BlogThis! would be valuable, why would they build it? And to whatever extent it achieved its goals (i.e. was actually used), it would give Blogger an advantage. That it actually failed is hardly a defense of Google's intentions.

Unnecessary ad hominems aside

The linked article isn't just saying "Yahoo may change the terms of their deal" (and pray they don't alter it further), which everyone knows they can and almost certainly will. It's saying "I, Dave Winer, will draw from my own personal experience, including my interaction with one of the participants of this deal, to speak with authority on this".

Like bringing up a character witness in a defense trial, such supporting arguments legitimately open up the speaker themselves to critique.

> "I, Dave Winer, will draw from my own personal experience, including my interaction with one of the participants of this deal, to speak with authority on this".

I honestly don't understand the problem with that. He has experience, with this type of situation, and with the people involved, and he's using that to back up the more general point (which you agreed with). Why is he not entitled to some authority here?

It just seems like a lot of the commenters have much more of a grudge against Dave Winer the person (I don't follow him that closely) than the actual content of his argument.

There is nothing at all wrong with using your own experience and perspective (that's what we all generally do). Similarly, people have every right to then talk about your experience and perspective.

Winer has fielded a number of seemingly bitter and aggrieved posts lately (about ageism, not getting his due rewards, etc) and it is impossible to read newer entries without that cloud however over them..

Such as his name?

No, that he is whining. He isn't being questioned because of his name; he is being questioned because he is whining. The quip about his name is not an ad hominem because the quip is immaterial to the argument.

There is no "you should question this because his name is Foo", rather "you should question this because he is acting Fooish, which incidentally sounds similar to his name."

Immature, but not an ad hominem.

> The quip about his name is not an ad hominem because the quip is immaterial to the argument.

That's backwards: ad hominem attacks are considered bad precisely because they're not relevant to the argument. Note that the GP's argument is exactly the opposite: that the attacks aren't ad hominem because they are material in this case.

If you're saying that the original line wasn't meant as support of their argument and therefore doesn't qualify for examination for materiality, I'm finding that hard to swallow too, e.g. "You're wrong, and also incidentally--totally as aside, seriously--you're an idiot."

An insult that is not being used in a logical argument is not an ad hominem, or a logical fallacy of any sort. It is just an insult. This is what I mean by the admittedly poorly stated "immaterial to the argument".

If I say "You are a doo-doo head, and you are wrong because of X, Y, and Z", then (assuming X, Y, and Z are sound of course) I have not committed a logical fallacy (though I have immaturely insulted you). The insult was not a part of the argument presented. If I say "You are a doo-doo, and therefore wrong.", then I am guilty of fallacious reasoning.

Things don't have to be fallacies for them to be out of line. We can criticize "You're wrong, and also incidentally--totally as aside, seriously--you're an idiot." without mislabeling it as fallacious.

Calling him a "whiner", in any form with no substance to back it up is indeed arguing the man, not the substance of his argument. It's also mean, petty, immature, unpleasant to read and I would and have strongly chastised my three and five year old children for this sort of speech and behaviour.

Honey, I think you're whining. Just sayin.

Dude, don't engage. You don't need to.

Have you been through an acquisition like this before? I once worked for a small company that was acquired by a much bigger company, and I have to say Dave's thoughts about the acquirers making lots of empty promises to the acquirees to keep them happy sounded very familiar.

I had a similar experience. The CEO even warned the developers to find work elsewhere since the companies products would probably be dissolved since all the bigger company was interested in was some of our technology.

I was smart along with a few others. The rest of the employees rolled the dice and lost. They discontinued the entire line of products and canned any of the employees who came over with the acquisition. Within a year, there were no traces of our startup, just a few new products using our technology.

I'm still bitter about it. . .

My advice is to become part of the larger company as quickly as possible, if that's the kind of thing you would like to do, or quit as soon as the acquisition is announced, especially if you're screwed in the equity department. Whether you stay or go, abandon ship.

Yahoo! has a history with screwing up while trying to integrate acquisitions into their ecosystem (e.g. forcing people to drop their old account for a Yahoo! account, with an email address, etc, etc). Yahoo! will honor these promises for a while if they don't want to drive the Tumblr users away to other microblogging platforms.

Never heard that one before about my last name. Genius. ;-)

Supposedly people named Dennis are somewhat more likely to become dentists...

I had you labeled as a lush (that's a joke about being a 'wine'-r). A few generations back in my family we had actual whiners, so I empathize with you.

I mean, consider the bright side, you could've gone into politics with a last name like "Weiner"...

Don't push it. There's nothing funny about ad hominem attacks. Really.

Ce la vie. It wasn't intended as an attack, really. I was sympathizing with you as my greatgrandmother actually had the last name whiner, but I understand how my remarks might've appeared as intended to insult you.

My apologies, I was simply trying to inject a bit of wit into the discussion :(.

I empathize with Dave here, people take one look at my last name and assume that I'm punctual and predictable.

I had a teacher in high school call me "stone path" after summer break. So close!

While I didn't find his comment particularly funny, I'm not sure I'm seeing the attack in it - just reads to me as a light-hearted joke about names, in contrast to the top comment which genuinely described you as a "whiner".

Hello young man. I assume you are young because you know nothing of the past. Previously the Google Toolbar was actually a big deal. Today it is irrelevant but that was not always the case. And when blogs were considered a cool thing by the tech press (long before TechCrunch) the BlogThis! button on the tool bar was a considerable feature.

I also note on your blog (which 10 years ago you probably would have used the BlogThis! button on your Google Toolbar to write) you feature prominently a technology pioneered by Dave Winer.

I thought the Google Toolbar was only a big deal because it showed a random PageRank number to SEO sleazebags.

  "This is how you squander your capital"
Actually you squander your capital by resulting to pointless name-calling and dismissing the arguments of someone who actually has an interesting perspective to offer beyond the slavish, wide-eyed, youth-obsessed tech press.

Winer writes "Back then Google cared a little about what I thought."

Suggesting that today they don't. Why? Perhaps because trivialities like a button on the Google toolbar were made to occupy the time of someone whose hourly value would eventually be measured in four or more figures.

So while I get what you're saying – honest, public eye-rolling about the petulance of this writing may one day come at some cost to me – the situations aren't remotely the same. That said, I hold the greatest respect for people who can offer valid criticism, no matter how colorful, and I welcome it from anyone, regardless of my perceptions of their "contributions." I suspect that anyone who wouldn't share those values would be doing me a favor by not working with me anyway.

I suspect we share the same contempt for the tech "press," feckless and craven as they are, but the headline story for this post is about someone kind of wasting someone else's time and that's not an interesting perspective at all, except as a cautionary tale.

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]" :)

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

I'm programming in JavaScript these days, and I don't think it's like C. Who are you arguing with??

Uh, Javascript may have similar syntactical structure, but it is entirely unlike C in every way that counts that I can think of.

I think you probably need to know him a little more?

Grade school level name calling is not appropriate for HN. We expect better discussion here.

Making fun of a man's name is not called for - lets be better than that.

I'm not familiar with your great work. Please elaborate.

This is a great comment for perspective. I rarely comment on anything. The reason is that HN is full of folks who spend all day posting about issues that they've yet to contribute even something small, let alone something of significance in the topic area they pretend to be an "expert".

I'll share a personal example. I've not been a fan of your approach to RSS in the past. I was especially frustrated when developing a parser and having a fragmented landscape because of RSS 2.0, and other developers lack of understanding that your blog didn't represent a standards body. However, I never publicly complained about it because I understand why it happened, so I just shut my mouth and get back to making my parser work. At the time, even now, publicly complaining about your contributions would be incredibly disrespectful to your body of work.

The only way I would ever be in any position of criticism is if I had a similar body of work to compare. I didn't then, and I sure don't now, so I just respectfully keep my mouth shut and work on what I can contribute.

Writing a RSS parser is horrible - been there, done that. Everyone who had to go through that hell has my deepest compassion!

Making fun of some guy's name?

Pretending to not understand the importance of blogthis! in a world where Yahoo just bought Tumblr, or where the subscribe to rss buttons mostly work to allow the user to choose an rss feed reader of their own choice, or where Microsoft was told to make sure users could pick their favorite email apps, firewall apps, etc.?

This danilo is how you squander your capital.

I am glad David pointed this out. It may seem like a small thing, however what he brought up can be seen as an Out-of-integrity behavior as a positive phenomenal. And I am not talking about morality, good vs. bad. Think for a moment about the Law of Gravity: there is no such thing as ‘good’ or ‘bad’ gravity;

As economist Michael Jensen pointed out

Integrity as “what it takes for a person to be whole and complete....And an individual is whole and complete when their word is whole and complete, and their word is whole and complete when they honour their word."

And this law seems work just gravity for all human-beings (not just Google executive).

Out-of-integrity behavior has been pervasive, both on an organizational and an individual basis, and that attributed to the unworkabilities in the world.

More about Integrity a positive phenomenal can be read here:


>>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?

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."

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.

> I've never heard of a counter-example.

Oh, these things can go very differently. Normally it works best if there is a change of control clause, the acquired company is MUCH smaller than the acquiree, and the acquiree is primarily owned/controlled by professional investors. Then you've got a situation where you basically have nothing to lose and everything to gain, and the reverse is true for them.

Depending on how you played the acquisition process, if you are a big share holder, you can make sure you've got enough support amongst the other share holders that you're basically in control (a year ago my employer acquired a small company... a few months later, their CEO was our CEO... and not by chance).

The thing is, for most entrepreneurs, they like to be in control. They hate it when they aren't. At the same time, when an acquisition comes, they tend to see it as an exit.. an end of the line. So they tend not to think too strategically about how they'll maintain control after the acquisition.

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.

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.

> 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.

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.

Of course, this is only a workaround. Probably a good example, BTW, is the AOL-TechCrunch acquisition.

It's not the legal consequences that matter in this example but the financial consequences. In this example, the acquisition apparently had a big stock component. So now his financial interests are aligned with the rest of the company's owners. If his hypothetical rage-blogging were effective, it might hurt the company's value which be a big hit to his finances.

The point of the anecdote is that these deals are designed to align the acquired with the company if there are personal-career-satisfaction/play-along-nicely conflicts.

edit: typos and a recognition that this point was already made well while I was typing.

There is an easier way to do this, you talk to other owners who had their business's acquired and see what they have to say. You can do this when any major contractual relationship occurs. Either they will be very happy to tell you how amazing the deal was, or they will speak endlessly on what a pile of shit those involved were. Its easy to ask.

Companies develop reputations, and so do people. Liars should be called liars, and everyone should be reminded of it, most assuredly when those individuals are doing big PR pushes and want the media to give it front page headline space (as some have alleged another recent Yahoo acquisition was.)

Human psychology makes it difficult to speak negatively about things. People want to be around other positive people, not negative ones. In this case the author is being referred to as "bitter." I have another suggestion, we speak positively about people in business who do keep their promises, on and off contract.

I agree, the best way to determine if an acquiring company treats its acquirees well is to ask others who have been acquired by them. But that's kind of a separate question from how you protect yourself when you're at the negotiating table. If you talk to a bunch of others who've sold to that company and they all say it was horrible, you should wave off the deal before you ever get to a negotiating table.

I don't think waving off the deal is the only reasonable response - it is also reasonable to change your own expectations. Don't plan for a future, simply get everything you can up front. Anything else more long term than that, you should consider fluff. It can be hard to let "your baby" go like that, but depending on the circumstances it may even be the right thing for you, a chance to start over on a different project.

How would you enforce something like that? The company could argue "we made you chief architect; it's the chief architect's job to convince the technical folks to pay attention to him."

Somehow, I doubt a chief architect's job would be made easier if the C-level executives were contractually obligated to attend his presentations.

>>I doubt a chief architect's job would be made easier if the C-level executives were contractually obligated to attend his presentations.

Perhaps not, but blowing you off would sure be more difficult. Wouldn't this also at least give you an influential audience to sell your value to?

I'm not saying that clause is a good idea, it was just a example of something concrete enough to be contractually enforceable.

People resent being forced to do things. If you force them to meet with you, all you accomplish is making them resent you before they get to hear your pitch. Now you have a hill to climb, getting over that resentment, before you can get them to consider your arguments objectively. So you've made your life harder rather than easier.

I'm actually surprised the president of the company showed up, instead of a HR middle manager. But yes, I wonder how much Dave put into negotiating the contract...if he asked for concrete terms and was negotiated down, or if he negotiated in good faith without pushing hard enough?

It's his job. I was a board member, and at the time the largest shareholder in the company. He couldn't delegate this particular matter. He did the right thing, as he was imho doing the wrong thing.

In case people read the comments instead of the link, that quote is not directly related to any interaction with Marissa Meyer or Yahoo!.

This kills the deal.

Really? I would think at the table you could say, 1. here is my concern, 2. here are examples of it happening to people in the past, 3. here is one idea I have have for addressing my concern, please share your thoughts...

If a reasonable concern kills a deal just by discussing it, the deal must be very fragile. Even if terms are not added to the deal, I think bringing up the issue could be beneficial.

You can propose anything you want, but if the other party in the negotiation is the one sitting with the big bag of money, the easiest answer is always "no." Because that puts the burden on you to decide if you really care about your proposal enough to leave the room without the big bag of money if you can't have it.

A big bag of money is an incredibly magnetic thing. Once most people walk into the room and actually see one, it becomes really really hard to walk out of the room without it. So what seemed like a reasonable concern before you walked in starts looking more like something you can live without, if the alternative is living without the bag.

I think that's a very reasonable thing to bring up. But I wouldn't expect a lot.

The actual deal is an understanding between people. The contract is the bundle of sticks you use to beat one another if the deal falls apart.

Any contract term that tries to force a good relationship is basically nonsensical. If you're trying to enforce a contract, you're already in the situation where the relationship has gone bad.

I was thinking about this more, if the contract made you a chief arch in the new company and then the president told you to your face that they had no intent of really honoring the contract- if you had a recording the conversation cough glass, would the purchasing company not be provably in breach of said contract?

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.

> 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.

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

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?

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.

If they thought the founder would just get in the way otherwise, and they had grander plans for an established user/code-base?

> 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".

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.

The promise wasn't specific to search.

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.

"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.

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


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


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

> 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.

> 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.

They are rebuttals to nasty stuff people in this thread said that were upvoted to the top of the list. I think response to accusations should be given equal attention, esp when one of the criticisms was that "I don't respond to critics."

"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?

>> 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.

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.

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.

People can definitely change. They just don't, usually.

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.

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!

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!"

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?

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.

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.

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.....

"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?

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.

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

A typical Dave.

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

No, it's typical for your ego.

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.

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.

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

This is news?

[Upon reading the comments, apparently it is.]

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.

I found it interesting and not at all bitter.

The point was "Once they've bought it, promises don't matter", and there were two interesting stories that illustrate this point.


We all know yahoo are going to fuck up tumblr, and the promises that they've made won't matter.

> 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.

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

Blah blah blah.

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