#further incentivizes everyone involved to lie
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winepresswrath · 1 month ago
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Finished the Double, watched the first episode of Severance Season Two (I missed you all so much and whatever is going on with Helly/Helena has me pacing in the living room. True love the friend group. They literally had to invent love from scratch with only the aid and guidance of a bad self help book. Milchick!!!!!!) and also watched Blackbird, which was excellent but did leave me googling the real case and uh I think the FBI might have colluded with the real James Keene. Of course it's very possible that either the confession was legit or they did frame him but he was guilty anyway, but: jailhouse informant is mysteriously thrown in solitary for two weeks right after he blows his cover, his handlers "can't find him," no one can explain why or how this happened decades later, and it turns out that right before he he was thrown in solitary he'd gotten a full confession out of the guy but oops they still can't find the bodies and the case leans heavily on him coming up with details of the crimes only the cops and killer had access to? not great.
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trickstarbrave · 1 year ago
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Why would an ethics committee not approve of it even if you had their full consent?
oh jeez
context: this is about tags i left on a post where it was like "if you could 100% be certain human flesh was ethically sources, full consent of the person, and they were in no pain and you wouldnt get sick, would you eat it"
in college we asked this very question, but took it a step further--most accounts we have of people who have well, eaten other people we done far less ethically or for survival. like, starving to death and all your companions are dead so you have to eat them, or serial killers who decide to cook and eat victims. all knowledge is based on that which we cannot entirely prove, there is no 100% true objectivity, blah blah, but we can all agree these ppl are like. less objective than the average person right. serial killers and murderers can and will lie or have smth seriously fucked up with them, ppl who are starving will prob think anything is fine enough, you get the picture
so, hypothetically, "what if we tried to be more objective about it to get less biased interpretations of how human meat would taste without having to like, murder someone or scavenge someone without their consent?" bc there are ppl who would be down to help. there are ppl who are into being eaten, even. we have the technology to make sure it is as painless as possible like with sedated surgery, or after they pass from unrelated means.
we were then told by our professor "no actual reputable ethics committee (which you have to go through as part of scientific study validation like, before you can even do the experiment) would approve that". queue 20 out of 35 anthropology undergrads being actually distraught by this trying to argue it. we even asked "well what if we did it with our own flesh? what if we got a part of our own body surgically removed and cooked and ate it, would they stop us then?"
the reasons why no ethics committee would approve it is because their job is primarily harm reduction. if you have looked into basically any social experiments, you'll know just what nightmares they could be before we had ethics committees, no informed consent (or consent at all), outright lying to ppl involved, putting them in direct harms way, leading to their deaths... you get the picture. consent is only ONE part of harm reduction.
"but shouldnt people be allowed to consent to things that might 'harm' them? we all do stuff that can potentially blow up in our faces. should we ban sky diving because you might die during it?" i do agree people have the right to consent to things that might harm them, like tattoos hurt, BDSM can hurt, you can die sky diving or storm chasing... part of our freedom as ppl is we can choose to do it. the issue isn't that people are too stupid to consent to stuff, its just scientific institutions shouldn't be incentivizing research that puts people in harms way. doing so can lead to more and more wildly careless experiments being conducted just for the thrill of more publicity and exposure, putting more and more people at risk. including if that risk is to researcher wanting to do it. even if you have the full consent of everyone involved "lets just do this wildly fucked up, risky, and uncommon thing just to see what fucking happens" is not a mindset you wanna breed in scientific circles. we saw what that line of thinking has done in the past, and it was awful
because like, eating a person while easy as an abstract hypothetical, involves a lot of risk. human to human transmission of diseases are high. there could be complications we dont even know of yet bc most people dont commit cannibalism for good reason evolutionary. someone has to handle it properly, cook it basically contaminating a bunch of cooking equipment, and instead of it being a guarantee you just have to hop you dont get sick. and if its with someone else there is like, the question of "how can you PROVE someone consented to this" because while there was a case of some guy "consenting" to being killed and eaten the story was actually twisted and the man hadn't consented to dying and having his whole body eaten. most ppl who say theyre into it would probably chicken out at the actual process, which like, no shame in that.
tl;dr: an ethics committee's job is to stop fucked up shit from happening in a way that is scientifically validated and incentivized to prevent future atrocities from taking place, they arent gonna approve your fucked up experiment to eat human meat just bc you wanna fuck around and find out. as much as we all kinda wish they would just a little. if you can find the people who really want to and can make it happen on your own time i guess sure why not but good luck with that and not getting arrested
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admissionsmadness · 4 years ago
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College Admissions Cheaters Often Win
The biggest myth that admissions offices present is that the review process is a science. Holistic review isn’t a precise thermometer that measures temperature accurately. In reality, it’s neither an art nor a science but a series of hunches and gut feelings.
Even supposedly objective criteria such as grades and AP scores can be gamed by savvy students, further calling into question whether reviewers can decipher what is authentic or not.
By cheating, I don’t have in mind falsifying resume credentials on an application or lying on an essay.
I see posts from time to time about admissions counselors who claim they can tell fraud or not, but can they really when they read applications in less than ten minutes and hundreds if not thousands of applications each cycle? They’re reading way too quickly to assess the claims you make at anything other than face value. Reviewers usually take the applicant’s word for it.
Some portals, such as the University of California, have shifted to students self-reporting their grades and SAT scores. Because that information is easily verified with an official transcript required for enrollment, very few students cheat on that portion of the application. I imagine for every thousand students who misrepresent themselves on an application, perhaps one is actually caught and “blacklisted” with their name circulated among elite institutions. Reviewers can’t detect fraud with any reliability, although they love to claim omnipotence on the subject to scare would-be deceivers.
By cheating, I have in mind the time-tested tradition of looking over your classmate’s shoulder. Donald McCabe with the Center for Academic Integrity conducted a longitudinal survey of 70,000 high school students from 2002 to 2015. Two-thirds of students admitted to cheating on a test or plagiarizing a paper, with 95 percent of respondents admitting to some form of cheating. 
Because the penalties for academic dishonesty are so high, no student will ever publicly admit to fraud. On the contrary, people accused of cheating will deploy any means to denounce the charge and preserve their reputations, often committing themselves to further lying on top of the initial cheating. There are no incentives to come clean unless it’s to snitch on other cheaters and receive leniency.
Rutger Bregman in Humankind undermines the conventional narrative that humans are innately selfish and prone to evil. He argues that people are generally decent and aren’t intrinsically motivated to lie and cheat. We want to get along and feel included in our family and communities. Poor incentives within society nudge people toward bad behavior.
Our modern society inverts pro-social virtues such as honesty and integrity in favor of winning, even if that means fraud, deceit, or manipulation. 
“Blaming the system” doesn’t excuse or absolve the cheater who deserves some form of punishment. “Everyone else is doing it” also isn’t an acceptable defense. We’re left with a situation where the unfortunate few who are caught pay steep penalties. As long as the admissions arms race persists, cheating will be a natural response, a problem most educators and admissions staff prefer to ignore. Consequently, cheating is a silent yet systemic social problem.
Many of my clients go on extensive rants about pervasive cheating in their classes (although, predictably, none ever admit to cheating themselves). Some even write college essays criticizing their underhanded classmates.
A group of students once pulled me aside at a high school visit when I worked for UT-Austin, begging me to do something about their unscrupulous valedictorian. Honest students resent their classmates who show up to class unprepared and swipe scantrons from a teacher’s desk or circulate answers among a group of cheaters. Traditional definitions of plagiarism are inadequate for the smartphone generation.
There is no part of the college application that a determined family can’t manipulate. One recommendation by Varsity Blues ringleader Rick Singer involved referring students to online schools where students could independently study AP classes. Earning high grades at less-rigorous high schools boosted the applicant’s overall GPA and class rank.  Supplementing coursework isn’t explicitly illegal. Few if any artificially inflated GPAs will get detected by admissions counselors. Many students opt to take summer school classes at their primary campus to earn more grade points and free up space for more GPA-boosting AP classes.
In the past few years, I noticed a substantial uptick in students earning 4s and 5s on more than 15 AP exams, many of who self-studied. I asked a few how they managed to balance what seemed like an impossible course load for even the most ambitious students. Never implicating themselves, they admitted that on obscure corners of the internet, you could illicitly access AP question test banks provided by College Board intended for use explicitly by teachers to help their students prepare. Memorize the test bank and skim official preparation resources, and there is a decent chance you will pass, especially during the COVID period’s online exams reduced to less than an hour. Cheating is an efficient strategy for overworked and sleep-deprived students.
A Redditor laments in a mocking post, since deleted, about a cheating classmate who gained early admission to Harvard. “[Their cheating] coupled with all those posts about people faking passion and being admitted to schools that are like wE cAn TeLl WhEn yOu ArEn’t PassiOnate, should remind you that AOs AREN’T ALL-KNOWING JUDGES OF YOUR WORTH.”
Because most students know at least one cheater who will inevitably gain admission, cheaters’ successes undermine the entire higher education system’s integrity. The college admissions madness incentivizes everyone to cut corners, with few unwilling to face social exclusion by being labeled a snitch.
Another user responded to the disgruntled post that “[the saying] ‘cheaters never prosper’ is absolute bullshit.” They’re right.
Admissions counselors aren’t Saint Peter with an all-seeing God on their side that can pierce the hearts of any soul. They’re more like a Judge Judy that squawks a lot but doesn’t have any unique insights into human character. Cheaters often win, including electing to the presidency a man who cheats on his wives and lies about everything from recorded phone calls with world leaders down to his golf handicap.
Cheating Lessons
Professor James Lang argues in Cheating Lessons that academically dishonest climates are pervasive at all levels of education.  He estimates at least two-thirds of all students will cheat at least once. A few become the habitual deceivers that appear in college essays or frustrated Reddit posts. Extrinsic rewards such as gaining admission to elite universities or earning a prestigious internship normalize dishonest behavior because the means justify the ends. Students are responding to incentives in their environment. Honesty requires more courage than surrendering to the pressures to take shortcuts.
Professor Mollie Galloway expands in a review of Lang’s book that cheating isn’t necessarily more pervasive than in previous generations. Still, dishonest behavior is less stigmatized and perceived as increasingly normal. “The [educational] culture encourages students, particularly those from upper-middle-class and affluent communities, to see cheating not as a compromising of their values but rather as a warranted and morally sound mechanism by which to attain the status they believe they are afforded.”
A few high schools cultivate a culture of cheating.
Administrations feel pressure to maximize their AP exams passed or SAT scores earned to recruit future cohorts of students. Schools receive accolades when their graduates earn prestigious scholarships or university spaces. There are subtle pressures for teachers to turn a blind eye or administrators to cover up academically dishonest behavior. Teachers who are committed to honesty fight a never-ending battle like trying to stop alcohol consumption during Prohibition. Alcoholics will find a way to drink, and students will find a way to cheat.
Institutions punishing cheaters and plagiarizers is so rare that, when it happens, the incident often makes national news.
Cheating at New York City’s most prestigious magnet school, Stuyvesant, didn’t end after they fired their principal, Stanley Teitel, for covering up a 66-student cheating ring in 2013. The New York Post reports five years later, “Cheating is most common among students in their third year, the most academically challenging because the grades count heavily on college applications, the December survey found. A whopping 97 percent of juniors said they had engaged in academic dishonesty, while 56 percent of freshman said they had already cheated after just four months in the school.” Stuyvesant is the second-largest feeder high school in the country for MIT, Princeton, and Harvard.
The Tragic Case of T.M. Landry
The most heartbreaking example of a culture of systematic cheating occurred at Louisiana’s T.M. Landry. Named for the husband-and-wife-founders and principals Tracey and Mike Landry, it is an unaccredited college preparatory school housed in an abandoned factory. When Landry seniors started gaining admission to Cornell, Stanford, Princeton, and Harvard, among many other elite universities, between 2013 and 2018, it seemed like a tremendous success story.
Landry enrolls mostly black students from rural Louisiana, a state with one of the nation’s lowest-performing education systems. Black families placed their trust in the Landrys, who promoted family and unity and an alternative education outside of white society’s norms. The Landrys announced their 100 percent four-year college acceptance rate, made famous by viral YouTube “decision reveal” videos viewed millions of times. Wealthy families and organizations donated hundreds of thousands of dollars, and white and Asian students began enrolling.
Educators and school administrators nationwide wondered how Landry students could overcome such long odds. A New York Times investigation revealed a culture of violence, abuse, and outright fraud. “Visitors and cameras paraded through what had become a Potemkin village.” 
Because the school wasn’t accredited, they do not receive any government funding and consequently fall outside regulations and oversight. Class attendance was optional. It was, as one student described it, a “house built on water.”
Mike Landry humiliated and demanded absolute obedience from his students, resulting in a 2013 conviction for battery. He required students to begin class by saying “I love you” in different languages, including an invented language, Mike-a-nese, to him directly. “Love” in Mike-a-nese is the word “kneel.”
Students and families began speaking out following abuse allegations and substandard classroom instruction. Mr. Landry threatened to withhold transcripts if anyone left the school or blew the whistle. Students who chose to leave had their grades altered to ruin their future college prospects. He threatened students that elite university admissions officers had cameras in the school, so they better behave themselves.
T.M. Landry’s Ivy League success comes down to outright fraud. Mike Landry doctored transcripts to show outstanding grades for loyal students, even for advanced courses that they never took or weren’t offered at the school. The Landrys pressured students to report their family incomes as low as possible on the applications. Teachers recycled recommendation letters to laud students for extracurricular activities that didn’t exist. In some instances, teachers recycled recommendations from previous years for future students without changing the names.
The Landrys counseled students to “go deep” on their essays, which pressured students to exaggerate or fabricate hardships that play into racial stereotypes and poverty tropes. They were the kinds of hardship stories that elite universities eat up. The only genuine instruction that students received revolved around the ACT. It was the only admissions factor that T.M. Landry staff couldn’t easily manipulate. One graduate, Bryson Sassau, commented, “If it wasn’t on the ACT, I didn’t know it.”
T.M. Landry’s graduates had mixed results at their respective elite colleges. Some earned their degrees despite entering college with writing and math skills that were many grade levels below their college classmates. Others, especially those who spent the most time at T.M. Landry, floundered and dropped out.
Because their high school degrees weren’t accredited, some alumni had to earn their GED to enroll at local colleges and begin their studies again. Landry college prep destroyed dozens of families whose elementary-age children didn’t learn phonics. High school juniors tested in reading at a fourth-grade level.
Mike Landry defended himself by appealing to a culture that values credentials over character. “So what, we’re not accredited… Three years in a row, Harvard took us. Stanford has taken us.”
Taking a page out of the corporate public relations playbook, the Landrys employed the law firm Couhig Partners to respond to the Times’s allegations. Couhig based their 23-page report on five interviews that excluded the dozens of testimonies investigated by the Times. Predictably, their internal investigation minimizes the claims and amounts to “move along now, nothing to see here,” while noting that there might be areas for minor improvement.
In other words, the means justify the ends.
The tragedy of T.M. Landry embodies the admissions madness taken to its logical conclusion. The Landrys are a symptom of the admissions madness, not a cause.
Elite universities seek diverse, academically stellar students. High schools everywhere will respond to these incentives, and families want to send their children to schools with a noted track record of success. In the worst-case scenarios, school cultures cater their entire curriculum and deploy any measures to meet those expectations at the expense of genuine learning or even a safe learning environment.
Universities are to blame
T.M. Landry and Varsity Blues are two sides of the same coin. The former exploited an admissions system that values diversity, whereas the latter defrauded universities by leveraging extreme wealth and privilege. As with the Varsity Blues scandal, university administrators responded in horror, wondering how such a thing could occur. Yet, they’re the architects of a system that creates such perverse incentives that distort basic human decency. Look in the mirror!
It’s also ironic that, on the one hand, admissions officers claim to know the context and resources of a given high school, while on the other, the Landrys hoodwinked dozens of elite colleges over a series of application cycles. If universities can’t reliably catch a fraudulent high school, why would we believe they can consistently identify individual cheaters?
In Talking with Strangers, Malcolm Gladwell suggests that we’re generally trusting and tend to default to the truth. In UT admissions, senior staff trained us to presume what a student writes or reports on their resume is true. Admissions processes aren’t set up to identify fraud or look for subtle discrepancies in transcripts relative to a school’s profile.
I don’t believe the posturing of a former Stanford admissions counselor who posted a Reddit thread under the username “empowerly,” insinuating that applicants will get caught if they cheat.  Given infinite time and resources, it’s theoretically possible to catch most cheaters most of the time. However, there simply isn’t enough time, sufficient information, or willpower to detect fraud in practice. Admissions gatekeepers are not the gods that they convey themselves to be publicly. Pretending to be all-powerful causes more harm than good and injects more anxiety into the system.
The immediate result of posts like that of the former Stanford counselor was to create a sense of paranoia among student Redditors. Dozens of comments wondered, “Will my ECs seem exaggerated? What if they contact my counselor?” The most honest response reads, “I presume you know that some students will take advantage of this information and lie better.”
Sentiments like /u/empowerly’s reinforce college admissions counselors’ omniscience that provides the architecture for T.M. Landry to deceive their students that universities watched them. We are reluctant to acknowledge cheating unless there is overwhelming evidence suggesting fraud occurred.
Educators are also averse to leveling claims of fraud against a student unless they’re highly certain. Their reputations and careers are at stake if they wrongly accuse a student. It isn’t surprising that the Landrys’ deceit succeeded for many admissions cycles. To their credit, at least some of their unwitting alumni earned life-transforming elite college degrees that wouldn’t have been possible otherwise.
Cheaters, whether they are aware of their dishonesty or not, often win.
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khalilhumam · 5 years ago
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Oil, gas, and mining corruption: Is it inevitable?
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New Post has been published on http://khalilhumam.com/oil-gas-and-mining-corruption-is-it-inevitable/
Oil, gas, and mining corruption: Is it inevitable?
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By Victoria Bassetti, Norman Eisen In late January, almost five years after huge oil reserves were discovered off the shore of Guyana, an oil tanker loaded with about 1 million barrels of Liza light sweet crude finally departed the nation. After the three-football-field-long ship docked at Galveston, Texas, the oil went on its way to American refineries. It was the first ever oil shipment from the nation. With that, the South American nation entered the select club of oil-exporting nations. It was a cause for celebration in one of the continent’s poorest nations, including the creation of a new holiday: National Petroleum Day. “Guyana’s future is brighter with the beginning of first oil,” President David Granger told the nation in a video address. “The good life for everyone beckons.” Yet our global initiative exploring governance issues in resource-rich countries like Guyana suggests caution may be warranted. Far too often, corruption goes hand-in-hand with oil or other natural resource strikes, while economic booms fail to materialize and social and government institutions develop stress fractures. The good life or a corruption boom—neither outcome is inevitable. Both are highly dependent on governance issues. The Leveraging Transparency to Reduce Corruption (LTRC) project is an effort to build the evidence base surrounding the links between natural resource wealth, corruption, and poor development outcomes. It goes one step further, however: We are also poised to launch small pilot programs in several resource-rich countries to test our hypotheses. Today, the LTRC project publishes a new report, “The TAP-Plus Approach to Anti-Corruption in the Natural Resource Value Chain,” where we detail how efforts involving transparency, accountability, and participation (TAP) can help move the needle toward sustainable natural resource prosperity and away from corruption. The stakes are extraordinarily high. The corruption boom set off by resource wealth is not only morally reprehensible, it is a humanitarian tragedy. Controlling it would yield a good governance dividend to some of the poorest nations in the world. One study estimates that even a shift from low corruption control to mid-level control could result in per-capita income tripling over the long term. Altogether then, if the wealth of the 94 (as of 2013) natural resource-dependent nations were used to pursue anti-poverty goals rather than corrupt or rent-seeking profits, more than half a billion people would be lifted out of extreme poverty by 2030. Two key findings in our paper are particularly important. First, extractive industries like oil, gas, and mining are particularly prone to the corruption risks that undermine good governance. Second, these risks can be mitigated using well-thought-out governance and anti-corruption reforms. We take that second finding and push it forward to craft a next-generation governance framework called “TAP-Plus.” It combines the best lessons of several generations of work in the transparency, accountability, and participation field with a robust understanding of key contextual factors, complementary measures, and implementation gaps. A future LTRC blog post will flesh out the details of TAP-Plus. Studying the select club of resource-rich nations has revealed a paradox: Nations with access to untold wealth from their natural resources are also home to some of the world’s poorest people. In a 2015 report, Daniel Kaufmann notes that “about 20 percent of the world’s poor were living in resource-rich countries” as of 1990; however, “if current trends continue…, by 2030 half the world’s poor will live in resource-rich countries.” The “natural resource curse” fuels this grim fact. The phrase was first coined by Richard Auty in the early 1990s. Though much debated, the concept is useful for framing the ways natural resource abundance can impact a nation’s economic and governance fortunes. From a macroeconomic standpoint, a country that is disproportionately dependent on one industry or revenue source is highly vulnerable to a variety of economic distortions and shocks. While the full impact of the COVID-19 crisis on extractive industries remains to be seen, it’s clear that corruption risks will persist—and some may even rise—in a time marked by disrupted supply, falling demand, and reduced prices for commodities. The key component of the so-called curse on which LTRC has focused is the acute vulnerability to corruption in resource-rich nations. Recent research, for example, has revealed a sharp gap between resource-rich countries and other nations in the control of corruption. Resource-rich countries score consistently lower in perceptions of corruption from Transparency International and in Worldwide Governance Indicators scores for control of corruption. And while non-resource rich countries have improved their corruption-control scores this century, resource-rich countries have seen declines.
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Understanding how and why resource wealth incentivizes corruption is critical to what LTRC aims to do. In our paper, we examine the many facets of corruption—from petty to grand, capture to kleptocracy—and delve into four important drivers of resource-fueled corruption. First, in many resource-rich nations, politicians will see more opportunity for personal enrichment while “civic-minded” candidates step aside. Second, politicians already in power focus on short-term success and either steal money themselves or bloat the public sector through vote-buying and patronage in public service jobs. Third, for companies operating in the extractives space, the enormous potential payoffs raise the appeal of potentially corrupt behavior. Finally, corruption becomes a way of life, creating a sort of equilibrium where transfers and payoffs to citizens ameliorate the costs of corruption and tamp down calls for reform. In a later blog post, we will discuss how corruption works across the natural resource value chain. One of the key mediators of resource wealth-driven corruption risks are a nation’s governance institutions—from agencies (like mining or taxing authorities), to an anti-corruption body, to judicial branches or legislatures. Other quasi-governmental or nongovernmental institutions also are key players in corruption cycles. For example, in many resource-rich countries, state-owned enterprises either manage the nation’s resource wealth and/or actively exploit it. Consider Guyana, a nation with a population less than 1 million. Though still in the early stages of its resource wealth boom, observers are already worried that its governmental institutions are straining under the effort to negotiate oil leases, to manage explosive growth in taxes and revenue, and to set up a sovereign wealth fund. Before the 2015 oil strike, the nation’s main industries were rice, sugar cane, and artisanal gold mining. Today, its small civil service is attempting to manage an oil find that could strain even the most sophisticated bureaucracy. Resource wealth-based corruption can stress or undermine national institutions in a variety of ways. Some pessimists shrug their shoulders and accept corruption as inevitable and insoluble. But we have found that the problem is addressable. Institutions can be “corruption proofed” or, if they have weakened under pressure, incentives can be realigned to improve development and good government outcomes. These efforts lie at the heart of the LTRC project and the paper we publish today. For many years now, the key tools for anti-corruption reform have engaged with TAP, an approach based around transparency, accountability, and participation that was mentioned above. These three critical features of a governance system ideally work in tandem to create a virtuous circle that ensures governing institutions behave in ways to maximize the common good. In the simplest telling of the concept, transparency assures that the people know what their government is doing, which enables informed participatory activities that hold it accountable. Good development outcomes are, in turn, assured because the people demand it, and corruption is eliminated because the citizenry punishes corrupt officials and practices. The TAP model underlies a plethora of good government reforms in a vast array of disciplines—from health to education, infrastructure to agriculture. But nothing is simple about the theory or, indeed, about any one element of TAP, especially in the natural resource space. For example, as extensive scholarship has demonstrated, transparency alone is not enough to reduce corruption. Reformers cannot, for instance, simply require disclosure of the terms of an oil lease and expect disclosure alone to magically ensure good outcomes—that government negotiators will suddenly strike the best deals, will no longer take bribes, and will spend the revenue in an optimal way. In a later blog post, we will discuss the successes and limitations of one of the leading transparency undertakings in this space, the Extractive Industries Transparency Initiative. Because of the extraordinary complexity of TAP and its centrality to anti-corruption initiatives, the paper takes an especially deep dive into each leg of the TAP system, examining how they interact with one another, and assessing where TAP reforms have succeeded, failed, or had mixed results. We conclude that the TAP framework is sound, but that TAP alone is not enough. Decades of scholarship and practice teach that TAP needs supplementing if it is truly going to drive a sustained approach to lifting the resource curse. In our next post, we will discuss our proposed framework, TAP-Plus, and explain how we will research whether it adds that missing “secret sauce” to TAP. Thanks to Carter Squires for fact-checking and editing assistance, and to Robin Lewis for research and editorial assistance. Thanks also to Kelsey Landau and Joseph Glandorf for their feedback on the initial outline of this piece.
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colourupuniforms · 5 years ago
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Top ten creative games for business employees.
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"Starting to notice some droopy shoulders around the office? Sounds like it's time to plan a team outing.
Team outings are a great way to facilitate bonding with your team members, reduce employee stress, and give them the chance to get to know one another outside of the office.
And, you know, they're really fun." 
You might have seen this game played before. It goes by different names, and the more people who play, the better it is.
What's My Name is an activity where each player is assigned the name of a person -- dead or alive -- and displays that name on their back, head, or part of their body such that only the other players can read the name. You can write these names on index cards or Post-it notes. Once everyone has been assigned a name, the players mingle with one another, treating their coworkers the way they'd treat the person listed on that coworker's card. They can also ask questions about their own hidden identity until they correctly guess who they are.
What's My Name has no complicated rules or potential for competitiveness. It's simply an empathy-builder -- a critical ingredient of good company culture -- allowing employees to find out what it would be like to be treated the way someone very different from them might be treated every day.
Here's a culinary team-building activity that could end in dessert or disaster -- in a fun way. Creating new dishes together requires creativity and will require everyone to put their team and leadership skills into action. Divide your team into smaller teams, pick a food category, and challenge each team to whip up something delicious. The category could be anything from ice cream, to salsa, to pizza.
One fun twist you could add? Pick a single ingredient that all teams must use, like maple syrup or Oreos. Or, have each team get creative with the shape of its food -- you can make pizzas into almost any shape.
Sneak a Peek
What do you get when you add a test of memory to a game of pictionary? Sneak a Peek. In this game, people break off into groups of at least four and take turns recreating objects from memory.
Using LEGOs, clay, building blocks, or a similar set of construction items, one game leader will craft an object or structure for every group to recreate. A member of each group then has 10 seconds to "sneak a peek" at the structure (which is concealed from view), return to their groups, and describe what they saw to their group members so they can recreate it.
Each group has their own LEGOs, clay, or building blocks. If after a minute of recreating the structure, it isn't complete, another member of each group sneaks a 10-second peek at the game leader's object and comes back to further instruct the group. This rotation continues until a group is confident they have recreated the item. The object of the game? Be the first group to recreate it.
Not only does this game help employees practice project management, but it shows you how to accomplish tasks using input from a variety of sources. It's also just a fun way to see how good your coworkers are at retaining information.
Here's one way to spark your team members' competitive sides without having to leave the office. Organize a team-wide board game tournament. Especially if your team is pretty big, it might be easiest to pick a single game, then have people sign up for specific time slots when they're free to leave their desks and spend some time playing the game.
Some great games with reasonable play times include Boggle, Jenga, or even games using good ol' playing cards. Don't forget to incentivize with prizes for first, second, and third place.
Who says trivia night only takes place at the bar? Office trivia is the perfect way to bring a large group of colleagues together and challenge the brain in areas that don't necessarily apply to their daily jobs. Break the company into teams of four or more and offer small prizes for the teams who score the most points.
Want to write your own trivia questions? For reference, trivia questions are generally sorted into categories -- four or five trivia questions per category -- with optional bonus questions at the end of the game. While you can give each question a point value, you can also assign each team a certain amount of points per category that they can bet, instead. Each team can then bet as many or as few points as they want per question until they've used all their points for that category.
Comedy and improv events are fun, interactive experiences that'll have your employees roaring with laughter while teaching them useful communication and soft skills, like focus and trust. Depending on your budget, you could do anything from simply playing improv games with your employees to bringing in professionals to run competitive, fast-paced activities.
This is a classic house party game, but it's also an excellent icebreaker when integrating coworkers who don't yet know one another.
Two Truths and a Lie is simple: Start by organizing the group into a circle and give each person the floor to introduce themselves. In addition to giving their name, however, each employee also says three things about themselves -- only two of which are true. It's up to everyone else in the circle to guess which statement is the lie.
What better way to get your employees to break out of their shells than to have them get up and sing some karaoke? You can even have a contest for best group karaoke performance. Bonus points if there are feather boas and cowboy hats involved. This works best for a more extroverted group, so if your team isn't into strutting their stuff on stage, consider an idea on this list that caters more toward those personalities.
If you've ever told stories around a campfire, you might have told a variation of The "Suddenly" Story. This activity is the choose-your-own-adventure book of team building activities. You're not just telling a story -- you're piecing a story together using the (often hilarious) imaginations of your coworkers.
To tell The "Suddenly" Story, gather your team in a circle, and offer the opening three sentences to a story about anything. At the end of the three sentences, say "Suddenly ..." and pass the story onto the person next to you. It's their job to take your three sentences and build on the story with another three sentences, followed by "Suddenly ..." Each mention of "Suddenly" allows the story to take a turn. What that turn looks like is up to the next person in the circle.
The "Suddenly" Story helps people find ways of building on content that came before them, while also being creative when all ears are on them. Try it the next time you want to get your department together for a break, and you're sure to get everyone laughing.
Nothing like a little competition to bond a group together. An adrenaline-pumping event like kart racing is a great way to get employees to interact with one another in a totally new and fun way. Just make sure everyone pays attention during the safety lecture.
Teamwork is all about cooperation, where no individual is superior to another so work as a team with Colourup Uniforms.
Create Your Own Sublimated Business Shirts with Colourup Uniforms.
We are the Specialist in all Kind of Custom Business Wear and Uniforms.
Durable, comfortable and made from the best materials, trust the leader in Personalised Business jerseys in Australia.
To give our customers more creative input in our Business Dress Design we have incorporated the Online Kit Builder into our website, allowing you to create the Best Business Polo Design online.
Custom made Business Uniforms are made with high-quality fabric which gives you a cool, smoother and comfortable feel. 
Design your own Custom Made Business Jersey Online with desired colour, team logos, name and number.
Your team will love their professional-grade Custom Work Uniforms, Personalised Business Shirts, Sublimated Business Jackets, Custom Business Team Jerseys and other Work Clothings that will make them feel like they stepped into the major leagues. 
Custom Long Sleeve Jerseys and Custom Long Sleeve Polos are stylish and trendy.
Once your design is complete you can proceed to order your uniforms, or you can email us for design assistance. If you are not sure about the design, then don’t worry; we have in-house graphic designers who can assist you in creating the design which meets your needs. 
Below are some of the categories that are available with us for you to explore.
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Design Your Own Custom Business Apparel
Design Your Own Custom Mens Business Polos
Design Your Own Custom Mens Long Sleeve Polos
Design Your Own Custom Mens Business Jerseys
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Design Your Own Custom Ladies Business Polos
Design Your Own Custom Ladies Long Sleeve Polos
Design Your Own Custom Ladies Business Jerseys
Design Your Own Custom Ladies Long Sleeve Jerseys
Design Your Own Custom Ladies Jacket 
Design Your Own Custom Business Shirts
Design Your Own Custom Business Uniforms
Design Your Own Custom Business Hoodies
Design Your Own Custom Business Wears
Reference : 
https://blog.hubspot.com/marketing/creative-team-outing-ideas
0 notes
relationshipadviser-blog · 6 years ago
Text
Bail reforms complex relationship with tech
New Post has been published on https://relationshipqia.com/must-see/bail-reforms-complex-relationship-with-tech/
Bail reforms complex relationship with tech
On any given day in the United States, more than 450,000 people are behind bars awaiting their constitutionally mandated fair trial. None of them have been convicted of a crime — they’ve been accused of committing a crime, but no formal ruling of guilt or innocence has been made. That means these hundreds of thousands of people are incarcerated simply because they don’t have the financial means to post bail. 
Bail was originally designed to incentivize people to show up for their court dates, but it has since evolved into a system that separates the financially well-off from the poor. It requires arrested individuals to pay money in order to get out of jail while they await trial. For those who can’t afford bail, they wind up having to sit in jail, which means they may be at risk of missing rent payments, losing their jobs and failing to meet other responsibilities. 
Money bail is all too often a common condition to secure release from jail while a case is in progress. Cash bail systems result in leaving many people incarcerated, even though they haven’t been convicted of a crime. 
The cash bail system in the United States is one of the greatest injustices in the criminal justice system, ACLU Deputy National Political Director Udi Ofer tells TechCrunch. Bail reform, Ofer says, is a “key way to achieve” the goals of challenging racial disparities in the criminal justice system and ending mass incarceration. 
As we explored in “The other pipeline,” the criminal justice system in the United States is deeply rooted in racism and a history of oppression. Black and Latino people comprise about 1.5 million of the total 2.2 million people incarcerated in the U.S. adult correctional system, or 67 percent of the prison population, while making up just 37 percent of the total U.S. population, according to the Sentencing Project.
With a criminal justice system that disproportionately affects people of color, it’s no wonder the cash bail system does the same. For one, people of color are 25 percent more likely than white people to be denied the option of bail, according to a pre-trial study by Dr. Traci Schlesinger. And for the black people who are given the option to pay bail, the amount is 35 percent higher on average than bail for white men, according to a 2010 study.
The national felony bail median is $10,000. For those who can’t afford it, they have to rely on bail bond agencies, which charge a non-refundable fee to pay the required bail amount on the person’s behalf. The bail bond companies, which are backed by insurance companies, collect between $1.4 billion and $2.4 billion a year, according to the ACLU and Color of Change.
Source: ACLU/Color of Change
And if bail bond companies are out of reach, those who are sitting in jail awaiting trial are more likely to be convicted of the crime they were charged with. The non-felony conviction rate rose from 50 percent to 92 percent for those jailed pre-trial, according to a study by the New York City Criminal Justice Agency. Along the way, leading up to the trial, some prosecutors incentivize people to plead guilty to the charges even if they’re innocent.
“It’s time to end our nation’s system of cash bail that lets the size of your wallet determine whether you are granted freedom or stay locked up in jail,” Ofer says. “Money should never decide a person’s freedom yet that’s exactly what happens every day in the United States.”
Pre-trial detention is also costly to local cities, counties and taxpayers. It costs about $38 million a day to keep these largely nonviolent people behind bars, according to the Pretrial Justice Institute. Annually, that comes out to about $14 billion to jail unconvicted people.
“The only people benefiting from bail is the for-profit bail industry,” Ofer said. “If we’re ever going to end mass incarceration in the United States, then we need to end cash bail.”
Bail reform is coming
Across the nation, bail reform has made its way into a handful of states. New Jersey’s bail reform law took effect last January; since then, its daily jail population has dropped 17.2 percent, and courts have imposed cash bail on just 33 defendants out of 33,400, according to the ACLU.
The ACLU itself is working on bail reform in 38 states, including California, where Ofer says he is optimistic reform will happen this year. Right now, a pre-trial release bill, Senate Bill 10, is up for consideration in the Assembly. The bill argues California should ensure people awaiting trial are not incarcerated simply because they can’t afford to pay bail. The bill also advocates for counties to establish pre-trial services agencies to better determine if people are fit to be released.
The bill, introduced by Senators Bob Hertzberg and others, is backed by the ACLU and Essie Justice Group, an Oakland-based organization that advocates for actual justice in the criminal justice system.
“Today we have a system that allows for people to be released pre-trial if they have enough money to afford their bail,” Essie Justice Group founder Gina Clayton tells TechCrunch. “Everyone else is required to sit inside of a cage without any way out.”
Essie Justice Group works mostly with and for women who have incarcerated loved ones. Often, the only way out for people is help from family or a plea deal, Clayton says.
“When we see people making the bail, we see that women are going into tremendous debt and are also beholden to an industry that has time and time again been cited and known to practice in quite an incredibly despicable way in terms of coercing and harassing their customers,” Clayton says. “When we think about who are the people who know about what’s going on with bail, it’s black and brown women in this country.”
For the past two years, Essie Justice Group held an action around Mother’s Day, with the goal of bailing moms out of jail or immigration detention. Last year’s action led to the release of 30 women.
Photo via Essie Justice Group
Can tech help?
The short the answer is maybe. Earlier this month, Google banned ads for bail bond services, which Clayton says is the largest step any corporation has taken on behalf of people who have loved ones in jail. But while tech can help in some ways, Clayton has some concerns with additional for-profit entities entering the criminal justice system.
“There are definitely tech solutions that I’m very against,” Clayton said, but declined to comment on which ones in particular. “I will say that my energy around this doesn’t come from an imagined place. I’m seeing it happen. One of the things we’re seeing is companies who are interested in bail reform because they see another opportunity to make money off of families. Like, ‘let this person out, but have them, at a cost, check in with people I hire to do this fancy but expensive drug testing three times a week, pay for an ankle shackle or bracelet and GPS monitoring.’ I think the companies that are making money off of those types of things are the ones we need to be wary of.”
There is, however, one for-profit company that immediately jumped to Clayton’s mind as being one doing actual good in the criminal justice space. That company is Uptrust, which provides text message reminders to people regarding court dates.
“I think that is a really great addition to the landscape,” Clayton says. “The reason I’m a proponent of theirs is because I understand their politics and I know what they won’t do, which is take it a step further or get involved with getting incentivized to add on bells and whistles that look less like freedom for people but more revenue for them.”
Uptrust, founded by Jacob Sills and Elijah Gwynn, aims to help people make their court dates. While the movies like to depict flight risks and people skipping town ahead of their court dates, failure to appear in court often comes down to a lack of transportation, work conflicts, not receiving a reminder, childcare or poor time management, Sills tells TechCrunch.
That’s where the idea came to humanize the system a bit more, by enabling public defenders to more easily connect with their clients. Uptrust is two-way in nature and reminds people on behalf of the public defender about court dates. Clients can also communicate any issues they may have about making it to court.
“If the public defender knows the client has an issue, they can usually get court moved,” Sills says. “But if they don’t have the information, they’re not going to lie on behalf of clients.”
Because public defenders don’t have much budget, Uptrust doesn’t charge very much, Sills says.
“But they really care about the client and one of the things we saw with this was we needed to change the whole front end of the system to be less adversarial and more human,” Sills says.
In addition to text reminders, Uptrust enables public defenders to assist with other needs clients may have.
“A lot of stuff around bail reform is around risk assessment rather than need assessment,” Sills tells me. “But we saw a lot of these individuals have needs, like help with rides, child care or reminders.”
Public defenders who are invested in the care of their clients can remind them via Uptrust to do things like ask for time off work or schedule child care.
For the end-user, the client, Uptrust is all text-based. For the public defenders, Uptrust offers a software solution that integrates into their case management systems.
Since launching in the summer of 2016 in California’s Contra Costa County, the court appearance rate improved from 80 percent to 95 percent, Sills says. To date, Uptrust has supported 20,000 people with a five percent FTA rate.
“As we improve product, if we can get [the FTA rate] down to 3 percent, you really can start taking that data and pushing forth major policy change,” Sills says.
Uptrust’s goal is to shift from risk assessment to needs assessment and ensure people are supported throughout their interactions with the criminal justice system.
“Our view is in terms of bail reform, we need to make sure there’s not a proliferation of things like ankle monitors and whatnot,” Sills says. “For us, success is really being a subcontractor to the community as well as working with the government. I think there’s a huge risk in bail reform as it relates to technology because people see it as a big business opportunity. If a company replaces the government, they may not have the community’s best interest in mind. So it’s important to keep in mind they have the community’s best interest in mind.”
Similar to Uptrust, a tech organization called Appolition works by operating within the confines of the system. Appolition, founded by Dr. Kortney Ryan Ziegler, enables people to funnel their spare change into the National Bail Out fund. As of April, Appolition has facilitated more than $130,000 to go toward bail relief. Ziegler was not available for comment for this story.
Promise, on the other hand, aims to provide an alternative to the cash bail system. In March, Promise raised a $3 million round led by First Round Capital with participation from Jay-Z’s Roc Nation.
The idea is to offer counties and local governments an alternative approach to holding people behind bars simply because they can’t afford bail. With Promise, case managers can monitor compliance with court orders and better keep tabs on people via the app. GPS monitoring is also an option, albeit a controversial one.
Let’s say you get arrested and end up having a bail hearing. Instead of asking you to pay bail, the public defender could suggest a pre-trial release with Promise. From there, Promise would work with the public defender and your case manager to determine your care plan.
“It’s clear that our values are about keeping people out of jail,” Promise CEO Phaedra Ellis-Lamkins told me on an episode of CTRL+T. “Like, we’re running a company but we fundamentally believe that not just it’s more cost-effective but that it’s the right thing to do.”
Instead of a county jail paying $190 per day per person, Ellis-Lamkins said, Promise charges some counties just $17 per person per day. In some cases, Promise charges even less per person.
It’s that for-profit model that worries Clayton.
“Whenever you bring in the for-profit ethos in a criminal justice space, I think we need to be careful,” Clayton says.
She didn’t explicitly call out any companies. In fact, she said she doesn’t feel ready to make a judgment on Promise just yet. But she has a general concern of tech solutions that “dazzle and distract system actors who we really need to hold accountable and see operate in more systemic, holistic ways.”
Solutions, Clayton says, look like social safety nets like hospitals and clinics instead of jails.
“If we want to really move ourselves away from this path we’ve been on,” Clayton says, “which is towards normalizing state control of people, then we should be really careful that our system that once looked like slavery to Jim Crow to mass incarceration doesn’t then become tech surveillance of all people.”
Read more: https://techcrunch.com
0 notes
Text
Bail reforms complex relationship with tech
New Post has been published on https://relationshipguideto.com/must-see/bail-reforms-complex-relationship-with-tech/
Bail reforms complex relationship with tech
On any given day in the United States, more than 450,000 people are behind bars awaiting their constitutionally mandated fair trial. None of them have been convicted of a crime — they’ve been accused of committing a crime, but no formal ruling of guilt or innocence has been made. That means these hundreds of thousands of people are incarcerated simply because they don’t have the financial means to post bail. 
Bail was originally designed to incentivize people to show up for their court dates, but it has since evolved into a system that separates the financially well-off from the poor. It requires arrested individuals to pay money in order to get out of jail while they await trial. For those who can’t afford bail, they wind up having to sit in jail, which means they may be at risk of missing rent payments, losing their jobs and failing to meet other responsibilities. 
Money bail is all too often a common condition to secure release from jail while a case is in progress. Cash bail systems result in leaving many people incarcerated, even though they haven’t been convicted of a crime. 
The cash bail system in the United States is one of the greatest injustices in the criminal justice system, ACLU Deputy National Political Director Udi Ofer tells TechCrunch. Bail reform, Ofer says, is a “key way to achieve” the goals of challenging racial disparities in the criminal justice system and ending mass incarceration. 
As we explored in “The other pipeline,” the criminal justice system in the United States is deeply rooted in racism and a history of oppression. Black and Latino people comprise about 1.5 million of the total 2.2 million people incarcerated in the U.S. adult correctional system, or 67 percent of the prison population, while making up just 37 percent of the total U.S. population, according to the Sentencing Project.
With a criminal justice system that disproportionately affects people of color, it’s no wonder the cash bail system does the same. For one, people of color are 25 percent more likely than white people to be denied the option of bail, according to a pre-trial study by Dr. Traci Schlesinger. And for the black people who are given the option to pay bail, the amount is 35 percent higher on average than bail for white men, according to a 2010 study.
The national felony bail median is $10,000. For those who can’t afford it, they have to rely on bail bond agencies, which charge a non-refundable fee to pay the required bail amount on the person’s behalf. The bail bond companies, which are backed by insurance companies, collect between $1.4 billion and $2.4 billion a year, according to the ACLU and Color of Change.
Source: ACLU/Color of Change
And if bail bond companies are out of reach, those who are sitting in jail awaiting trial are more likely to be convicted of the crime they were charged with. The non-felony conviction rate rose from 50 percent to 92 percent for those jailed pre-trial, according to a study by the New York City Criminal Justice Agency. Along the way, leading up to the trial, some prosecutors incentivize people to plead guilty to the charges even if they’re innocent.
“It’s time to end our nation’s system of cash bail that lets the size of your wallet determine whether you are granted freedom or stay locked up in jail,” Ofer says. “Money should never decide a person’s freedom yet that’s exactly what happens every day in the United States.”
Pre-trial detention is also costly to local cities, counties and taxpayers. It costs about $38 million a day to keep these largely nonviolent people behind bars, according to the Pretrial Justice Institute. Annually, that comes out to about $14 billion to jail unconvicted people.
“The only people benefiting from bail is the for-profit bail industry,” Ofer said. “If we’re ever going to end mass incarceration in the United States, then we need to end cash bail.”
Bail reform is coming
Across the nation, bail reform has made its way into a handful of states. New Jersey’s bail reform law took effect last January; since then, its daily jail population has dropped 17.2 percent, and courts have imposed cash bail on just 33 defendants out of 33,400, according to the ACLU.
The ACLU itself is working on bail reform in 38 states, including California, where Ofer says he is optimistic reform will happen this year. Right now, a pre-trial release bill, Senate Bill 10, is up for consideration in the Assembly. The bill argues California should ensure people awaiting trial are not incarcerated simply because they can’t afford to pay bail. The bill also advocates for counties to establish pre-trial services agencies to better determine if people are fit to be released.
The bill, introduced by Senators Bob Hertzberg and others, is backed by the ACLU and Essie Justice Group, an Oakland-based organization that advocates for actual justice in the criminal justice system.
“Today we have a system that allows for people to be released pre-trial if they have enough money to afford their bail,” Essie Justice Group founder Gina Clayton tells TechCrunch. “Everyone else is required to sit inside of a cage without any way out.”
Essie Justice Group works mostly with and for women who have incarcerated loved ones. Often, the only way out for people is help from family or a plea deal, Clayton says.
“When we see people making the bail, we see that women are going into tremendous debt and are also beholden to an industry that has time and time again been cited and known to practice in quite an incredibly despicable way in terms of coercing and harassing their customers,” Clayton says. “When we think about who are the people who know about what’s going on with bail, it’s black and brown women in this country.”
For the past two years, Essie Justice Group held an action around Mother’s Day, with the goal of bailing moms out of jail or immigration detention. Last year’s action led to the release of 30 women.
Photo via Essie Justice Group
Can tech help?
The short the answer is maybe. Earlier this month, Google banned ads for bail bond services, which Clayton says is the largest step any corporation has taken on behalf of people who have loved ones in jail. But while tech can help in some ways, Clayton has some concerns with additional for-profit entities entering the criminal justice system.
“There are definitely tech solutions that I’m very against,” Clayton said, but declined to comment on which ones in particular. “I will say that my energy around this doesn’t come from an imagined place. I’m seeing it happen. One of the things we’re seeing is companies who are interested in bail reform because they see another opportunity to make money off of families. Like, ‘let this person out, but have them, at a cost, check in with people I hire to do this fancy but expensive drug testing three times a week, pay for an ankle shackle or bracelet and GPS monitoring.’ I think the companies that are making money off of those types of things are the ones we need to be wary of.”
There is, however, one for-profit company that immediately jumped to Clayton’s mind as being one doing actual good in the criminal justice space. That company is Uptrust, which provides text message reminders to people regarding court dates.
“I think that is a really great addition to the landscape,” Clayton says. “The reason I’m a proponent of theirs is because I understand their politics and I know what they won’t do, which is take it a step further or get involved with getting incentivized to add on bells and whistles that look less like freedom for people but more revenue for them.”
Uptrust, founded by Jacob Sills and Elijah Gwynn, aims to help people make their court dates. While the movies like to depict flight risks and people skipping town ahead of their court dates, failure to appear in court often comes down to a lack of transportation, work conflicts, not receiving a reminder, childcare or poor time management, Sills tells TechCrunch.
That’s where the idea came to humanize the system a bit more, by enabling public defenders to more easily connect with their clients. Uptrust is two-way in nature and reminds people on behalf of the public defender about court dates. Clients can also communicate any issues they may have about making it to court.
“If the public defender knows the client has an issue, they can usually get court moved,” Sills says. “But if they don’t have the information, they’re not going to lie on behalf of clients.”
Because public defenders don’t have much budget, Uptrust doesn’t charge very much, Sills says.
“But they really care about the client and one of the things we saw with this was we needed to change the whole front end of the system to be less adversarial and more human,” Sills says.
In addition to text reminders, Uptrust enables public defenders to assist with other needs clients may have.
“A lot of stuff around bail reform is around risk assessment rather than need assessment,” Sills tells me. “But we saw a lot of these individuals have needs, like help with rides, child care or reminders.”
Public defenders who are invested in the care of their clients can remind them via Uptrust to do things like ask for time off work or schedule child care.
For the end-user, the client, Uptrust is all text-based. For the public defenders, Uptrust offers a software solution that integrates into their case management systems.
Since launching in the summer of 2016 in California’s Contra Costa County, the court appearance rate improved from 80 percent to 95 percent, Sills says. To date, Uptrust has supported 20,000 people with a five percent FTA rate.
“As we improve product, if we can get [the FTA rate] down to 3 percent, you really can start taking that data and pushing forth major policy change,” Sills says.
Uptrust’s goal is to shift from risk assessment to needs assessment and ensure people are supported throughout their interactions with the criminal justice system.
“Our view is in terms of bail reform, we need to make sure there’s not a proliferation of things like ankle monitors and whatnot,” Sills says. “For us, success is really being a subcontractor to the community as well as working with the government. I think there’s a huge risk in bail reform as it relates to technology because people see it as a big business opportunity. If a company replaces the government, they may not have the community’s best interest in mind. So it’s important to keep in mind they have the community’s best interest in mind.”
Similar to Uptrust, a tech organization called Appolition works by operating within the confines of the system. Appolition, founded by Dr. Kortney Ryan Ziegler, enables people to funnel their spare change into the National Bail Out fund. As of April, Appolition has facilitated more than $130,000 to go toward bail relief. Ziegler was not available for comment for this story.
Promise, on the other hand, aims to provide an alternative to the cash bail system. In March, Promise raised a $3 million round led by First Round Capital with participation from Jay-Z’s Roc Nation.
The idea is to offer counties and local governments an alternative approach to holding people behind bars simply because they can’t afford bail. With Promise, case managers can monitor compliance with court orders and better keep tabs on people via the app. GPS monitoring is also an option, albeit a controversial one.
Let’s say you get arrested and end up having a bail hearing. Instead of asking you to pay bail, the public defender could suggest a pre-trial release with Promise. From there, Promise would work with the public defender and your case manager to determine your care plan.
“It’s clear that our values are about keeping people out of jail,” Promise CEO Phaedra Ellis-Lamkins told me on an episode of CTRL+T. “Like, we’re running a company but we fundamentally believe that not just it’s more cost-effective but that it’s the right thing to do.”
Instead of a county jail paying $190 per day per person, Ellis-Lamkins said, Promise charges some counties just $17 per person per day. In some cases, Promise charges even less per person.
It’s that for-profit model that worries Clayton.
“Whenever you bring in the for-profit ethos in a criminal justice space, I think we need to be careful,” Clayton says.
She didn’t explicitly call out any companies. In fact, she said she doesn’t feel ready to make a judgment on Promise just yet. But she has a general concern of tech solutions that “dazzle and distract system actors who we really need to hold accountable and see operate in more systemic, holistic ways.”
Solutions, Clayton says, look like social safety nets like hospitals and clinics instead of jails.
“If we want to really move ourselves away from this path we’ve been on,” Clayton says, “which is towards normalizing state control of people, then we should be really careful that our system that once looked like slavery to Jim Crow to mass incarceration doesn’t then become tech surveillance of all people.”
Read more: https://techcrunch.com
0 notes
toomanysinks · 6 years ago
Text
Startup Law A to Z: Corporate Matters
Founders are a special breed — independent, self-reliant, and resourceful. Yet these same attributes, critical in taking an idea from zero to one, can eventually cause first-time founders to misjudge situations and tackle problems without appropriate guidance. This is particularly true (sometimes tragically so) in the legal arena, where founders generally have little or no experience and the risks are difficult to quantify.
To solve this, Extra Crunch is offering up well-sourced lists of the best lawyers for startups, alongside articles and resources written by experts who navigate tricky legal issues for startups on a daily basis. This article is the first of a five-part series covering the legal terrain you should endeavor to navigate with the help of an experienced guide, including:
Corporate: Business Formation, Capitalization and Financing, Securities and Options, etc.
Intellectual Property: Patents, Trade Secrets, Trademarks, and Copyright, etc.
Business Transactions: Master Services / SaaS Agreements, Terms of Use, NDAs, etc.
Compliance and Regulatory: Business Qualification, Privacy, and FTC Regulation, etc.
Human Resources: Employee Compensation, Contractors, Discrimination, Immigration, etc.
While none of this will be legal advice per se, it is perhaps the next best thing: a simple checklist followed by in-depth summaries helpful to evaluate whether and when formal legal counsel is needed in key areas. With the information from this article and those to follow, alongside other Extra Crunch resources, you can analyze your business circumstances and evaluate your risk exposure. Should you identify legal risks in the above or related areas, simply reference the list of best startup lawyers compiled by Extra Crunch, then reach out to those lawyers focused on serving companies at your stage with experience in the matters at hand.
This article will examine “corporate law” as it relates to startups, which includes the body of laws, rules and practices that govern the formation and operation of corporations, including most importantly for founders, ownership and investment in securities (or stock) of a company. Yuval Harari, author of Sapiens, calls corporations (and limited liability companies more broadly) “among humanity’s most ingenious inventions” — so it is worth knowing a thing or two about them.
Two final caveats here: first, TechCrunch readers include everyone from first-time founders still bootstrapping a concept on nights and weekends to serial entrepreneurs with multiple large exits behind them. Overall this article will skew in the direction of the former, since those with more experience should have less need for guidance in these areas, but even experienced entrepreneurs should find this and subsequent articles helpful.
Second, for those unfamiliar with the legal profession, there is an important distinction between transactional and litigation practice. Most TechCrunch readers already understand this difference, but simply to address it here: transactional lawyers do deals and ensure compliance with laws and regulations, while litigators file lawsuits and go to court. That’s an over-simplification, but understand that great transactional lawyers are not likely to be especially great litigators in case you become involved in a lawsuit.
This and subsequent articles will focus on transactional issues, but litigation could arise within any of the five areas above and in that unfortunate event you should seek a lawyer (or team of lawyers) focused on litigating within the specific area(s) relevant to your lawsuit.
Read on for the official Extra Crunch corporate law checklist for startups.
Threshold matters: Pre-existing IP and trademarks
Although technically not matters of corporate law, two threshold items relating to intellectual property should be mentioned form the outset. First, make sure you understand whether the intellectual property you are creating is subject to any claims from the prior or existing employers of the founders. We’ll discuss this topic further in a later article, but it is worth mentioning now so it is on your radar.
Second, because your startup will need to brand itself to attract customers and/or users, put some effort in on the front end to make sure your business name is available and it will not result in trademark disputes down the road. This is easy enough to do using the USPTO’s trademark database, for example, but ultimately it could be a state-by-state question.
Entity selection and incorporation – C corp/S corp/LLC
While many types of legal business structures exist, assuming you are interested in starting a high-growth technology company, really only two matter: the corporation and the limited liability company, or “LLC.” Each allows for multiple individuals to share in the ownership of the company and most of the time will shield owners’ personal assets from the obligations of the business — that is, unless otherwise agreed by the owners themselves, or due to some malfeasance of the owners (such as mixing personal and business expenses, something which founders have been known to do unfortunately). In the latter case, where a business owner’s personal assets can be held to account for liabilities of the company, courts have creatively termed this “piercing the corporate veil.”
For startups ultimately looking to pursue a traditional VC route, incorporating in Delaware as a C corp is the obvious choice — there is no reason to overthink it. Under your certificate of incorporation (sometimes called a “charter”), you’ll typically want to authorize 10 million shares of stock at a “par value” price of $0.00001. (“Par value” is simply the lowest price at which a corporation may issue shares upon initial offering.) Of these 10 million “authorized” shares, only about 4-6 million shares of common stock are typically “issued” to founders from the outset (and don’t worry, percentage ownership is calculated based only on the issued shares).
This will leave available additional “authorized but unissued” shares which can later be issued to create a stock option pool for incentivizing employees, or issued as preferred stock to investors in exchange for cash. With respect to the latter use specifically, it is generally not necessary to specifically authorize a separate class of preferred stock upon initial formation — this can always be done by amending the charter in connection with the actual investment round later on, since the round is likely to require a charter amendment in any case.
One final note on initial formation: more recently, a new class of stock called “Series FF Stock” is sometimes included during initial formation for issuance to founders (essentially, a hybrid of common and preferred stock) in order to later facilitate stock sales by the founders themselves to investors in future equity financings, effectively allowing founders to personally realize some liquidity before an actual sale or IPO. If this sounds appealing to you as a founder, which it should, it is definitely worth asking your lawyer about.
If you are not looking at a traditional VC path, however, S corps and LLCs can provide better options in certain situations, particularly if your business will remain relatively small over the long term (tens of employees and not hundreds). In terms of tax treatment, these entities are typically advantageous, especially in the early years, since business income and losses are “passed through” to the owners and taxed on an individual basis using Schedule K-1, with no separate layer of tax liability for the company itself.
Also, in states like Delaware, California, and others that allow for “statutory conversion,” LLCs can relatively easily convert to a C corp later down the road, should the need arise, through a tax-free transaction under Internal Revenue Code Section 351; provided, however, that the operating agreement is initially well-drafted to anticipate this event (for example, using “membership units” rather than simple percentages to indicate the ownership interests of members).
Finally, if you incorporate outside the state where you will be primarily running the business, you will also need to “qualify as a foreign entity” in your home state (in this case, “foreign” means different state, not country). Put differently, you will need to register your “foreign” company with the state where you are primarily “transacting business” and perhaps your specific county too depending on the nature of your business and any required business licenses. In both cases, the process is very simple (see, for example, New York and California) and most of the time a lawyer is not truly required here, but many, many founders just skip this step entirely, creating problems later on.
Corporate governance
From a high level, a corporation is owned by the shareholders, who in turn have the power to elect individuals to the Board of Directors. The “Directors” govern the corporation on important matters outside the “ordinary course of business” and have the power to elect (and remove) the “Officers” of the corporation, who are responsible for day-to-day management of the business. The following offices must generally be filled right from the start: President (often the CEO), Treasurer (often the CFO or COO), and Secretary.
That said, all three offices can usually be filled by the same person; for example, in California and Delaware both, a corporation may have only a single shareholder and Director. In California, however, once a corporation has two shareholders, it must have at least two board members, and once it has three shareholders or more, it must have at least three board members. Corporations must also typically hold certain required meetings wherein formal minutes are recorded, including in most states at least one annual meeting of the Board of Directors and one annual meeting of the Stockholders (or written consents in lieu thereof).
Since the Board of Directors is the governing body of a corporation, a shareholder owning even a majority of the shares can be outvoted at the Board level with respect to important governing matters (e.g., sales of additional stock or election/removal of officers). Shareholders can remove Directors, of course, but this is a relatively drastic move, so selecting those who will occupy seats on the Board of Directors is extremely important for founders. In the beginning, the Board of Directors should only include founders and ideally an odd number of them to avoid voting deadlock on important company decisions. If you must have an even number of Directors on the Board, e.g., two 50/50 co-founders, then at least make sure you’ve included specific “tie-breaker” provisions in the governing documents of the company.Now, once the “certificate of incorporation” (or “charter”) is filed with the Secretary of State, the initial Directors of the company will be formally appointed by a written document called the “Initial Action by the Sole Incorporator” (often company counsel will perform this action). The initial Directors will then elect the Officers, authorize and issue stock to the founders, authorize the opening of a business bank account including establishing a federal Employment Identification Number (EIN), and paying expenses, etc. All of this is generally done through a “unanimous written consent” of the Board of Directors, which is a document signed by all Directors, rather than through votes taken in a formal in-person organizational meeting.
Other matters often addressed through this first “unanimous written consent” may include adoption of the following:
Bylaws, which set out board election and voting procedures;
Restricted Stock Purchase Agreement, which imposes “vesting” and rights of first refusal on founder/employee stock, as well as an assignment of pre-existing intellectual property to the company in certain cases;
Equity Incentive Plan (i.e., stock option plan), which sets forth the terms on which stock options can be granted and exercised;
Proprietary Information and Invention Assignment Agreement (PIIA), which will be signed by all founders, employees, and consultants, assigning to the company ownership of all intellectual property created in the business;
Selection of applicable fiscal year; and
Election of S Corp tax treatment (if desired).
Note finally, going forward, separate from any income taxes owed, corporations (as well as LLCs) must generally file certain information with the Secretary of State and pay franchise taxes each year as well (e.g., see Delaware’s Annual Report and California’s Statement of Information). For further discussion of corporate governance structure, see Holloway Guides.
For LLCs, rather than shareholders, each owner is called a “member” and instead of the “certificate of incorporation” and “bylaws,” the LLC is governed by the “articles of organization” and an “operating agreement” respectively. The operating agreement is often a lengthy, comprehensive contract detailing each member’s ownership interest (either percentage-based, or preferably, measured in ownership units), economic rights (distribution of profits and losses), governance and voting rights (addressing “tie-breaker” scenarios if necessary), and rights between members with respect to ownership interests (e.g., right of first refusal, buy-sell agreements, or other restrictions on transfers).
LLCs can either be “member managed” (all members approve major decisions and can act on behalf of the LLC) or “manager managed” (members may elect one or more managers with ultimate decision-making authority, but otherwise have no governance authority themselves). In the latter case, managers may also delegate responsibility for day-to-day business operations to officers, similar to the Board of Directors and Officers in a corporation. Since the operating agreement is essentially a contract between the members, which can be drafted with almost infinite variation, LLCs are known for being extremely flexible, but therefore less predictable for outside investors.
Since the operating agreement is less susceptible to standardization, it is wise to consult an experienced attorney to establish the desired governance and capitalization structure. Also, since equity issuance and compensation is less straightforward in the LLC context, most of the remaining sections below (except for the last) are specific to corporations, though many of the underlying principles may still apply.
All of that is to say, upon formation, you should have a clear understanding of what roles each founder will play, what time commitment is expected, what the ownership structure will look like, and who will serve on the Board of Directors (or serve as managers of the LLC) and therefore how decisions will ultimately be made. In the Delaware corporation context specifically, the Delaware Incorporation Package from Cooley Go, or services like Clerky, provide founders streamlined options and helpful resources to understand the steps involved; and again, if you’re thinking about going the LLC route, consult with a knowledgeable lawyer to ensure you don’t foreclose or complicate viable investment options later on.
Issuing “founder stock” at initial formation
“Founders Stock” is simply the common stock issued to founders when a corporation is initially formed; if done correctly, it is non-taxable because: (1) it is equal in value to the small amount of cash founders pay into the company in exchange for receiving the stock at par value (another good reason to set the par value very low, again say, $0.00001, allowing for  minimal cash outlay); or (2) “property” has been contributed to the company in exchange for the stock under Section 351 of the Internal Revenue Code, which provides that no gain or loss is recognized if property is transferred to a corporation by a person or persons who together own at least 80% of the corporation.
“Property” has been broadly defined to include legally protectable know-how and trade secrets, but this definition is not infinite in scope, so don’t get carried away trying to avoid paying the par value price for the stock in cash. Instead, one recommended hybrid approach involves each founder paying a portion of the par value purchase price of their stock to the company in cash, with the remainder covered by or attributable to an assignment by each founder to the company of their pre-existing intellectual property. This approach covers all the bases in terms of valid consideration (i.e., the cash payment) while ensuring that the pre-existing intellectual property of each founder is properly owned by the company.
Founder vesting and section 83(b) within 30 days
Where co-founders have contributed cash or other property to the company in exchange for their shares at par value, they own the stock outright. Thus, to achieve vesting and protect all founders from any particular co-founder leaving early with a large chunk of the company, each founder should enter a “Restricted Stock Purchase Agreement” (directly with the company), which gives the company the right to buy back that founder’s shares, often at par value. This right gradually lapses over time with respect to more and more of the founder’s shares, creating the effect of vesting for those shares no longer subject to the company’s repurchase right.
For co-founders involved immediately upon initial formation, you could reasonably argue that a “cliff” is not necessarily required, but the typical vesting schedule is 4 years, with 25% of the total shares vesting after the first year in a single chunk (this first year representing the “cliff” since nothing will vest if this one-year mark is not reached) then monthly vesting thereafter. Founders should also be aware of single and double-trigger acceleration provisions, which typically become more relevant once institutional investors are involved — more on that via Cooley Go.
Once the Restricted Stock Purchase Agreement is signed, however, certain tax implications are raised, because technically the founder’s stock is now at a “substantial risk of forfeiture” (since founders might forfeit stock if they leave the company). This means that by the time the stock actually “vests” it will almost certainly be worth more than the par value for which it was purchased. The IRS will want taxes paid on that delta, since technically that increase in value is taxable gain.
The solution? Internal Revenue Code Section 83(b), which allows founders and employees to elect treatment of non-vested shares as fully transferred at the very beginning of the vesting schedule, rather than over time as the shares vest. This allows for immediate taxation at the relatively lower current value, which in the case of a newly formed corporation is only some nominal amount based on the par value. This Section 83(b) election must be made in a written document actually signed and filed by the taxpayer within 30 days of the date the stock was made subject to restriction (or in the case of stock options, the date granted). While relatively simple to carry out, this process is important enough that getting oversight from experienced corporate counsel is prudent. See Holloway Guides for more discussion.
Raising capital
Capitalization, accredited vs. non-accredited investors. “Capitalization” in the startup context generally means the funding necessary for a startup to open for business, while “capital structure” refers to the types of capital (broadly, either equity or debt) available to fund business operations. Capital structure often consists of common stock and preferred stock (equity), as well as convertible notes (debt). A “capitalization table” (or “cap table”) will provide a summary of all securities (stock) issued by the company, along with the fully diluted percentage ownership of each shareholder based on all issued shares (not the total authorized shares).
Capitalization of your startup may include issuance of convertible notes or the sale of preferred stock and other securities, all of which are subject to the federal “Securities Act of 1933” as well as various “Blue Sky” state laws, essentially intended to prevent fraudsters from selling shares in worthless companies to unwitting investors. In determining compliance with these laws, the distinction between ‘Accredited’ and ‘Non-Accredited’ investors is important; in brief, raising money from accredited investors generally means there is less to worry about.
“Accredited Investors” by definition must have net worth of $1 million (excluding a principal residence) or annual income for the current and past two years of at least $200,000 (or $300,000 jointly with a spouse). If you are planning on raising money from Non-Accredited Investors, which founders should NOT do but often will do anyway, then in addition to familiarizing yourself with Rule 502(b)(1) and related Rules 504-506 of Regulation D (which provide relevant exemptions in this context), you should absolutely consult with an experienced securities attorney to make sure your reliance on these rules is not misplaced, as they are deceptively complex, though essentially can be summarized as follows:
Rule 504 provides an exemption for the sale of up to $1 million in securities within any 12 month period;
Rule 505 provides an exemption for the sale of up to $5 million in securities within any 12 month period to any number of accredited investors and up to 35 unaccredited investors; and
Rule 506 provides an exemption to an unlimited number of accredited investors and up to 35 other purchases, provided, however, that all non-accredited investors are “sophisticated” — having sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment.
Failure to comply with federal and state securities laws is a big deal: non-compliance gives rise to a rescission right for investors (legally they can demand their money back) and there are serious civil and criminal penalties for any materially false statements or omissions made during the offer or sale of any securities.
Selling preferred stock. Once you’ve found investors, outside of convertible notes and similar instruments discussed below, you should only be selling preferred stock to them, typically in the context of a “priced round.” If you sell common stock to investors, you will be setting the price of the common stock too high for purposes of granting attractive stock options to employees / advisers later on — that is, the “strike” or exercise price for the options will simply reflect the enterprise value of the company when sold, eliminating any real upside for employees (as well as the incentive to work extra hard) since there will be little or no spread between the strike price of the option and the ultimate price per share in an acquisition.
Selling preferred stock to investors in the context of a “priced round” requires that the company be assigned a specific valuation, however, which can be difficult and time consuming at the beginning of a company’s life. This is why convertible notes and SAFEs (discussed below) are so popular in the very early stages.
Preferred stock is so called because it carries certain “liquidation preferences” — meaning that if the company is sold or liquidated and there is not enough money to pay out all shareholders (e.g., the total investment was greater than the final acquisition price), then preferred shareholders get their money back before the common shareholders, i.e., the founders, will receive anything. The exact terms of the liquidation preference is negotiated (usually one to three times the amount of cash invested) and may be either “participating” or “nonparticipating” — though founders will want the “nonparticipating” variety.
A number of other special rights are also negotiated for preferred stock in a priced round, including those listed below; more info at Cooley Go, but for now, simply understand that these terms are complex enough that experienced corporate counsel is absolutely required when selling preferred stock in a priced round to investors:
Valuation/Dilution (pre/post-money)
Dividend preferences;
Redemption rights;
Conversion rights;
Anti-dilution protections (in order of most to least founder-friendly: “weighted average — broad based,” “weighted average – narrow based,” or “ratchet based”);
Voting rights (election of “x” number of members to the Board of Directors, approval of a sale or merger, issuing more shares, etc);
Registration rights;
Protective provisions, which can include certain affirmative covenants (e.g., investor access to financial information of the company) and certain negative covenants (e.g., agreement not to take certain actions without approval of the preferred shareholders)
Right of first refusal; and
Co-sale rights.
Convertible notes. For startups looking to raise less than ~$500K (sometimes more), rather than selling preferred stock and negotiating all the particulars above, alternatives exist which do not require setting a specific company valuation, namely:
Convertible Notes: As in “promissory note,” so technically a loan and therefore debt which carries interest, which in most circumstances converts to equity as preferred stock upon a later “qualified financing” when preferred stock is sold at a specific price. Usually the note converts at a 10%-30% “discount” to the preferred share price, or subject to a valuation “cap” that is effectively lower than the preferred share price, in order to reward the earlier investment for the additional risk. More info via 500 Startups.
KISS and SAFE Instruments: The relatively more recent “KISS” (from 500 Startups) and “SAFE” (from Y-Combinator) both remove the debt element of the convertible note, but otherwise operate in a similar fashion. Even more recently, Y-Combinator adjusted the terms of its SAFE from a “pre-money” to “post-money” valuation cap structure, which effectively means the new SAFE structure is now relatively more dilutive to current stockholders when issued (often the founders and early employees), but it is also now easier to calculate the amount of ownership sold to investors via the SAFE on a percentage basis (because the percentage no longer changes based on the potential addition or increases to the employee option pool in a later priced round).
“Finders” and brokers. The startup ecosystem is filled with certain people — known as “finders” or “connectors” — who promise to find investment for startups in exchange for a fee. These “finders” typically are not registered securities brokers, so technically they should not do any of the following: participate in negotiations with respect to investing in securities, provide counsel to investors or recommend securities as investments, and perhaps most of all, receive percentage-based compensation on amounts invested.
If presented with a written agreement from a “finder” who is offering to assist in fundraising, be sure that the agreement is non-exclusive and that there is no percentage-based compensation on the funds raised; instead, seek true “advisors” who can offer real business insights, have deep industry knowledge and connections, then pay them via an hourly rate, monthly retainer, and/or properly issued stock options, generally 0.10% to 1% vesting over 2-3 years.
Correctly issuing stock options to employees and advisers
Stock options are not stock, but merely the option to buy a certain amount of stock at a given price — the “exercise” or “strike” price. Employee stock options typically vest over four years, subject to a one-year “cliff” (i.e., the employee must work for at least one year to meet the “cliff” in order to vest any options at all; after that, vesting continues in monthly increments).
Startups generally get into trouble here for two reasons: (1) they fail to establish and formally adopt through appropriate corporation action (i.e., written board consent) a written “Equity Incentive Compensation Plan” (or “option plan”) pursuant to which the options are granted; and (2) they make a promise to grant stock options at a certain time (which implies a certain strike price at that time), but then do not take the necessary corporate action to actually make the stock option grant; namely, a written board consent approving the option grant with an exercise price equal to the fair market value of the stock, as determined by the board of directors, as of the date of grant (ideally with reference to a recent and valid 409A valuation).
It is critical that the board of directors accurately set the exercise price of the stock option to be equal to the fair market value of the optioned stock as of the date of grant. The 409A valuation, when done by a qualified third-party, is really the only way to completely safeguard the Board of Directors’ determination of fair market value of the stock in this regard should the IRS or some other financial auditor later take interest. Not getting this right could later blow up crucial deals — including investment rounds and potential acquisitions — due to the accounting and tax implications. Fortunately, there are now a number of companies which provide 409A valuation services at affordable rates, including Carta, Capshare, and more recently Meld Valuation.
Moreover, unless you want to commit securities fraud, you cannot “backdate” option grants (so that the option granted reflects a previous, lower price). That said, you can set the vesting commencement date to some point in the past in order to give credit for time served. Also, for those interested, there is an important distinction, with corresponding tax implications, between Statutory or Incentive Stock Options (“ISOs”), which can only be issued to employees, and Nonstatutory or Non-Qualified Stock Options (“NSOs”), sometimes issued to non-employee advisors — more on that via the Internal Revenue Service and Investopedia.
One last point worth mentioning in this section: very early on, when company valuation is still extremely low, it is possible and still practical (since tax liability will be minimal in light of the low valuation) to grant “restricted stock” even to non-founders – though you still need an Equity Incentive Plan in place first. In fact, restricted stock is the best option for non-founders involved in the very beginning of a startup’s life because aside from some immediate tax liability (which again, should be light given the relatively low valuation of a new company), ultimate tax treatment will likely be at capital gain rates and so much more favorable as compared to stock options, which usually end up being taxed as ordinary income.
Check out Holloway Guides for more discussion of equity compensation topics.
S Corp and LLC equity compensation
In the S corp and LLC contexts respectively, stock options or equivalent instruments are not as easily issued, and thus again, corporate counsel is appropriate. In the case of the S corp, if an option holder exercises an option who is not a qualified S corp shareholder (e.g., they are a nonresident alien), the S corp could lose its “S election” for pass-through taxation entirely. For LLCs, exercising an option on an interest in the LLC requires complex accounting entries, plus the person exercising the option will then become a member of the LLC, so they will receive “IRS Form 1065, Schedule K-1” and may be required to pay tax on the income of the LLC (in some cases whether or not they actually receive it).
While LLCs can create “profit interests” for its employees, which may entitle recipients to receive a percentage of the future appreciation in enterprise value, these plans are fairly complex to administer. A simpler alternative, used by many S corps and LLCs alike, is “phantom stock” which can be placed on a vesting schedule as well. Phantom stock is essentially a creature of contract, promising that a certain amount of the company’s ultimate acquisition price shall be reserved for distribution to holders of the “phantom stock units.” The amount so reserved is then divided by the number of phantom stock units established in the operating agreement and taken “off the top” from the final acquisition price, to be distributed to each phantom stock holder in accordance with the number of phantom stock units held.
Conclusion
Admittedly, the foregoing covered a bit of ground. As a founder, it is important that you have at least basic familiarity with an incredibly broad range of legal topics — corporate law being one of the most important. Such familiarity will allow you to identify and distinguish between situations that your team can readily handle internally, from those that require outside legal counsel. If you’ve made it this far, a congrats are in order — you are well on your way to startup success.
Daniel T. McKenzie, Esq., manages the Law Office of Daniel McKenzie, specializing in the representation of startups and startup founders. Prior to establishing his law office, Daniel McKenzie co-founded and served as lead in-house counsel for Reelio, Inc., backed by eVentures, and acquired in 2018 by Fullscreen (a subsidiary of Otter Media and AT&T).
Thank you to Stephane Levy, a partner at Cooley, for providing comments on this article.
DISCLAIMER: This post discusses general legal issues, but it does not constitute legal advice in any respect. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction. TechCrunch, the author and the author’s law firm, expressly disclaim all liability in respect of any actions taken or not taken based on any contents of this post.
  source https://techcrunch.com/2019/02/19/startup-law-a-to-z-corporate-matters/
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fmservers · 6 years ago
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Startup Law A to Z: Corporate Matters
Founders are a special breed — independent, self-reliant, and resourceful. Yet these same attributes, critical in taking an idea from zero to one, can eventually cause first-time founders to misjudge situations and tackle problems without appropriate guidance. This is particularly true (sometimes tragically so) in the legal arena, where founders generally have little or no experience and the risks are difficult to quantify.
To solve this, Extra Crunch is offering up well-sourced lists of the best lawyers for startups, alongside articles and resources written by experts who navigate tricky legal issues for startups on a daily basis. This article is the first of a five-part series covering the legal terrain you should endeavor to navigate with the help of an experienced guide, including:
Corporate: Business Formation, Capitalization and Financing, Securities and Options, etc.
Intellectual Property: Patents, Trade Secrets, Trademarks, and Copyright, etc.
Business Transactions: Master Services / SaaS Agreements, Terms of Use, NDAs, etc.
Compliance and Regulatory: Business Qualification, Privacy, and FTC Regulation, etc.
Human Resources: Employee Compensation, Contractors, Discrimination, Immigration, etc.
While none of this will be legal advice per se, it is perhaps the next best thing: a simple checklist followed by in-depth summaries helpful to evaluate whether and when formal legal counsel is needed in key areas. With the information from this article and those to follow, alongside other Extra Crunch resources, you can analyze your business circumstances and evaluate your risk exposure. Should you identify legal risks in the above or related areas, simply reference the list of best startup lawyers compiled by Extra Crunch, then reach out to those lawyers focused on serving companies at your stage with experience in the matters at hand.
This article will examine “corporate law” as it relates to startups, which includes the body of laws, rules and practices that govern the formation and operation of corporations, including most importantly for founders, ownership and investment in securities (or stock) of a company. Yuval Harari, author of Sapiens, calls corporations (and limited liability companies more broadly) “among humanity’s most ingenious inventions” — so it is worth knowing a thing or two about them.
Two final caveats here: first, TechCrunch readers include everyone from first-time founders still bootstrapping a concept on nights and weekends to serial entrepreneurs with multiple large exits behind them. Overall this article will skew in the direction of the former, since those with more experience should have less need for guidance in these areas, but even experienced entrepreneurs should find this and subsequent articles helpful.
Second, for those unfamiliar with the legal profession, there is an important distinction between transactional and litigation practice. Most TechCrunch readers already understand this difference, but simply to address it here: transactional lawyers do deals and ensure compliance with laws and regulations, while litigators file lawsuits and go to court. That’s an over-simplification, but understand that great transactional lawyers are not likely to be especially great litigators in case you become involved in a lawsuit.
This and subsequent articles will focus on transactional issues, but litigation could arise within any of the five areas above and in that unfortunate event you should seek a lawyer (or team of lawyers) focused on litigating within the specific area(s) relevant to your lawsuit.
Read on for the official Extra Crunch corporate law checklist for startups.
Threshold matters: Pre-existing IP and trademarks
Although technically not matters of corporate law, two threshold items relating to intellectual property should be mentioned form the outset. First, make sure you understand whether the intellectual property you are creating is subject to any claims from the prior or existing employers of the founders. We’ll discuss this topic further in a later article, but it is worth mentioning now so it is on your radar.
Second, because your startup will need to brand itself to attract customers and/or users, put some effort in on the front end to make sure your business name is available and it will not result in trademark disputes down the road. This is easy enough to do using the USPTO’s trademark database, for example, but ultimately it could be a state-by-state question.
Entity selection and incorporation – C corp/S corp/LLC
While many types of legal business structures exist, assuming you are interested in starting a high-growth technology company, really only two matter: the corporation and the limited liability company, or “LLC.” Each allows for multiple individuals to share in the ownership of the company and most of the time will shield owners’ personal assets from the obligations of the business — that is, unless otherwise agreed by the owners themselves, or due to some malfeasance of the owners (such as mixing personal and business expenses, something which founders have been known to do unfortunately). In the latter case, where a business owner’s personal assets can be held to account for liabilities of the company, courts have creatively termed this “piercing the corporate veil.”
For startups ultimately looking to pursue a traditional VC route, incorporating in Delaware as a C corp is the obvious choice — there is no reason to overthink it. Under your certificate of incorporation (sometimes called a “charter”), you’ll typically want to authorize 10 million shares of stock at a “par value” price of $0.00001. (“Par value” is simply the lowest price at which a corporation may issue shares upon initial offering.) Of these 10 million “authorized” shares, only about 4-6 million shares of common stock are typically “issued” to founders from the outset (and don’t worry, percentage ownership is calculated based only on the issued shares).
This will leave available additional “authorized but unissued” shares which can later be issued to create a stock option pool for incentivizing employees, or issued as preferred stock to investors in exchange for cash. With respect to the latter use specifically, it is generally not necessary to specifically authorize a separate class of preferred stock upon initial formation — this can always be done by amending the charter in connection with the actual investment round later on, since the round is likely to require a charter amendment in any case.
One final note on initial formation: more recently, a new class of stock called “Series FF Stock” is sometimes included during initial formation for issuance to founders (essentially, a hybrid of common and preferred stock) in order to later facilitate stock sales by the founders themselves to investors in future equity financings, effectively allowing founders to personally realize some liquidity before an actual sale or IPO. If this sounds appealing to you as a founder, which it should, it is definitely worth asking your lawyer about.
If you are not looking at a traditional VC path, however, S corps and LLCs can provide better options in certain situations, particularly if your business will remain relatively small over the long term (tens of employees and not hundreds). In terms of tax treatment, these entities are typically advantageous, especially in the early years, since business income and losses are “passed through” to the owners and taxed on an individual basis using Schedule K-1, with no separate layer of tax liability for the company itself.
Also, in states like Delaware, California, and others that allow for “statutory conversion,” LLCs can relatively easily convert to a C corp later down the road, should the need arise, through a tax-free transaction under Internal Revenue Code Section 351; provided, however, that the operating agreement is initially well-drafted to anticipate this event (for example, using “membership units” rather than simple percentages to indicate the ownership interests of members).
Finally, if you incorporate outside the state where you will be primarily running the business, you will also need to “qualify as a foreign entity” in your home state (in this case, “foreign” means different state, not country). Put differently, you will need to register your “foreign” company with the state where you are primarily “transacting business” and perhaps your specific county too depending on the nature of your business and any required business licenses. In both cases, the process is very simple (see, for example, New York and California) and most of the time a lawyer is not truly required here, but many, many founders just skip this step entirely, creating problems later on.
Corporate governance
From a high level, a corporation is owned by the shareholders, who in turn have the power to elect individuals to the Board of Directors. The “Directors” govern the corporation on important matters outside the “ordinary course of business” and have the power to elect (and remove) the “Officers” of the corporation, who are responsible for day-to-day management of the business. The following offices must generally be filled right from the start: President (often the CEO), Treasurer (often the CFO or COO), and Secretary.
That said, all three offices can usually be filled by the same person; for example, in California and Delaware both, a corporation may have only a single shareholder and Director. In California, however, once a corporation has two shareholders, it must have at least two board members, and once it has three shareholders or more, it must have at least three board members. Corporations must also typically hold certain required meetings wherein formal minutes are recorded, including in most states at least one annual meeting of the Board of Directors and one annual meeting of the Stockholders (or written consents in lieu thereof).
Since the Board of Directors is the governing body of a corporation, a shareholder owning even a majority of the shares can be outvoted at the Board level with respect to important governing matters (e.g., sales of additional stock or election/removal of officers). Shareholders can remove Directors, of course, but this is a relatively drastic move, so selecting those who will occupy seats on the Board of Directors is extremely important for founders. In the beginning, the Board of Directors should only include founders and ideally an odd number of them to avoid voting deadlock on important company decisions. If you must have an even number of Directors on the Board, e.g., two 50/50 co-founders, then at least make sure you’ve included specific “tie-breaker” provisions in the governing documents of the company.Now, once the “certificate of incorporation” (or “charter”) is filed with the Secretary of State, the initial Directors of the company will be formally appointed by a written document called the “Initial Action by the Sole Incorporator” (often company counsel will perform this action). The initial Directors will then elect the Officers, authorize and issue stock to the founders, authorize the opening of a business bank account including establishing a federal Employment Identification Number (EIN), and paying expenses, etc. All of this is generally done through a “unanimous written consent” of the Board of Directors, which is a document signed by all Directors, rather than through votes taken in a formal in-person organizational meeting.
Other matters often addressed through this first “unanimous written consent” may include adoption of the following:
Bylaws, which set out board election and voting procedures;
Restricted Stock Purchase Agreement, which imposes “vesting” and rights of first refusal on founder/employee stock, as well as an assignment of pre-existing intellectual property to the company in certain cases;
Equity Incentive Plan (i.e., stock option plan), which sets forth the terms on which stock options can be granted and exercised;
Proprietary Information and Invention Assignment Agreement (PIIA), which will be signed by all founders, employees, and consultants, assigning to the company ownership of all intellectual property created in the business;
Selection of applicable fiscal year; and
Election of S Corp tax treatment (if desired).
Note finally, going forward, separate from any income taxes owed, corporations (as well as LLCs) must generally file certain information with the Secretary of State and pay franchise taxes each year as well (e.g., see Delaware’s Annual Report and California’s Statement of Information). For further discussion of corporate governance structure, see Holloway Guides.
For LLCs, rather than shareholders, each owner is called a “member” and instead of the “certificate of incorporation” and “bylaws,” the LLC is governed by the “articles of organization” and an “operating agreement” respectively. The operating agreement is often a lengthy, comprehensive contract detailing each member’s ownership interest (either percentage-based, or preferably, measured in ownership units), economic rights (distribution of profits and losses), governance and voting rights (addressing “tie-breaker” scenarios if necessary), and rights between members with respect to ownership interests (e.g., right of first refusal, buy-sell agreements, or other restrictions on transfers).
LLCs can either be “member managed” (all members approve major decisions and can act on behalf of the LLC) or “manager managed” (members may elect one or more managers with ultimate decision-making authority, but otherwise have no governance authority themselves). In the latter case, managers may also delegate responsibility for day-to-day business operations to officers, similar to the Board of Directors and Officers in a corporation. Since the operating agreement is essentially a contract between the members, which can be drafted with almost infinite variation, LLCs are known for being extremely flexible, but therefore less predictable for outside investors.
Since the operating agreement is less susceptible to standardization, it is wise to consult an experienced attorney to establish the desired governance and capitalization structure. Also, since equity issuance and compensation is less straightforward in the LLC context, most of the remaining sections below (except for the last) are specific to corporations, though many of the underlying principles may still apply.
All of that is to say, upon formation, you should have a clear understanding of what roles each founder will play, what time commitment is expected, what the ownership structure will look like, and who will serve on the Board of Directors (or serve as managers of the LLC) and therefore how decisions will ultimately be made. In the Delaware corporation context specifically, the Delaware Incorporation Package from Cooley Go, or services like Clerky, provide founders streamlined options and helpful resources to understand the steps involved; and again, if you’re thinking about going the LLC route, consult with a knowledgeable lawyer to ensure you don’t foreclose or complicate viable investment options later on.
Issuing “founder stock” at initial formation
“Founders Stock” is simply the common stock issued to founders when a corporation is initially formed; if done correctly, it is non-taxable because: (1) it is equal in value to the small amount of cash founders pay into the company in exchange for receiving the stock at par value (another good reason to set the par value very low, again say, $0.00001, allowing for  minimal cash outlay); or (2) “property” has been contributed to the company in exchange for the stock under Section 351 of the Internal Revenue Code, which provides that no gain or loss is recognized if property is transferred to a corporation by a person or persons who together own at least 80% of the corporation.
“Property” has been broadly defined to include legally protectable know-how and trade secrets, but this definition is not infinite in scope, so don’t get carried away trying to avoid paying the par value price for the stock in cash. Instead, one recommended hybrid approach involves each founder paying a portion of the par value purchase price of their stock to the company in cash, with the remainder covered by or attributable to an assignment by each founder to the company of their pre-existing intellectual property. This approach covers all the bases in terms of valid consideration (i.e., the cash payment) while ensuring that the pre-existing intellectual property of each founder is properly owned by the company.
Founder vesting and section 83(b) within 30 days
Where co-founders have contributed cash or other property to the company in exchange for their shares at par value, they own the stock outright. Thus, to achieve vesting and protect all founders from any particular co-founder leaving early with a large chunk of the company, each founder should enter a “Restricted Stock Purchase Agreement” (directly with the company), which gives the company the right to buy back that founder’s shares, often at par value. This right gradually lapses over time with respect to more and more of the founder’s shares, creating the effect of vesting for those shares no longer subject to the company’s repurchase right.
For co-founders involved immediately upon initial formation, you could reasonably argue that a “cliff” is not necessarily required, but the typical vesting schedule is 4 years, with 25% of the total shares vesting after the first year in a single chunk (this first year representing the “cliff” since nothing will vest if this one-year mark is not reached) then monthly vesting thereafter. Founders should also be aware of single and double-trigger acceleration provisions, which typically become more relevant once institutional investors are involved — more on that via Cooley Go.
Once the Restricted Stock Purchase Agreement is signed, however, certain tax implications are raised, because technically the founder’s stock is now at a “substantial risk of forfeiture” (since founders might forfeit stock if they leave the company). This means that by the time the stock actually “vests” it will almost certainly be worth more than the par value for which it was purchased. The IRS will want taxes paid on that delta, since technically that increase in value is taxable gain.
The solution? Internal Revenue Code Section 83(b), which allows founders and employees to elect treatment of non-vested shares as fully transferred at the very beginning of the vesting schedule, rather than over time as the shares vest. This allows for immediate taxation at the relatively lower current value, which in the case of a newly formed corporation is only some nominal amount based on the par value. This Section 83(b) election must be made in a written document actually signed and filed by the taxpayer within 30 days of the date the stock was made subject to restriction (or in the case of stock options, the date granted). While relatively simple to carry out, this process is important enough that getting oversight from experienced corporate counsel is prudent. See Holloway Guides for more discussion.
Raising capital
Capitalization, accredited vs. non-accredited investors. “Capitalization” in the startup context generally means the funding necessary for a startup to open for business, while “capital structure” refers to the types of capital (broadly, either equity or debt) available to fund business operations. Capital structure often consists of common stock and preferred stock (equity), as well as convertible notes (debt). A “capitalization table” (or “cap table”) will provide a summary of all securities (stock) issued by the company, along with the fully diluted percentage ownership of each shareholder based on all issued shares (not the total authorized shares).
Capitalization of your startup may include issuance of convertible notes or the sale of preferred stock and other securities, all of which are subject to the federal “Securities Act of 1933” as well as various “Blue Sky” state laws, essentially intended to prevent fraudsters from selling shares in worthless companies to unwitting investors. In determining compliance with these laws, the distinction between ‘Accredited’ and ‘Non-Accredited’ investors is important; in brief, raising money from accredited investors generally means there is less to worry about.
“Accredited Investors” by definition must have net worth of $1 million (excluding a principal residence) or annual income for the current and past two years of at least $200,000 (or $300,000 jointly with a spouse). If you are planning on raising money from Non-Accredited Investors, which founders should NOT do but often will do anyway, then in addition to familiarizing yourself with Rule 502(b)(1) and related Rules 504-506 of Regulation D (which provide relevant exemptions in this context), you should absolutely consult with an experienced securities attorney to make sure your reliance on these rules is not misplaced, as they are deceptively complex, though essentially can be summarized as follows:
Rule 504 provides an exemption for the sale of up to $1 million in securities within any 12 month period;
Rule 505 provides an exemption for the sale of up to $5 million in securities within any 12 month period to any number of accredited investors and up to 35 unaccredited investors; and
Rule 506 provides an exemption to an unlimited number of accredited investors and up to 35 other purchases, provided, however, that all non-accredited investors are “sophisticated” — having sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment.
Failure to comply with federal and state securities laws is a big deal: non-compliance gives rise to a rescission right for investors (legally they can demand their money back) and there are serious civil and criminal penalties for any materially false statements or omissions made during the offer or sale of any securities.
Selling preferred stock. Once you’ve found investors, outside of convertible notes and similar instruments discussed below, you should only be selling preferred stock to them, typically in the context of a “priced round.” If you sell common stock to investors, you will be setting the price of the common stock too high for purposes of granting attractive stock options to employees / advisers later on — that is, the “strike” or exercise price for the options will simply reflect the enterprise value of the company when sold, eliminating any real upside for employees (as well as the incentive to work extra hard) since there will be little or no spread between the strike price of the option and the ultimate price per share in an acquisition.
Selling preferred stock to investors in the context of a “priced round” requires that the company be assigned a specific valuation, however, which can be difficult and time consuming at the beginning of a company’s life. This is why convertible notes and SAFEs (discussed below) are so popular in the very early stages.
Preferred stock is so called because it carries certain “liquidation preferences” — meaning that if the company is sold or liquidated and there is not enough money to pay out all shareholders (e.g., the total investment was greater than the final acquisition price), then preferred shareholders get their money back before the common shareholders, i.e., the founders, will receive anything. The exact terms of the liquidation preference is negotiated (usually one to three times the amount of cash invested) and may be either “participating” or “nonparticipating” — though founders will want the “nonparticipating” variety.
A number of other special rights are also negotiated for preferred stock in a priced round, including those listed below; more info at Cooley Go, but for now, simply understand that these terms are complex enough that experienced corporate counsel is absolutely required when selling preferred stock in a priced round to investors:
Valuation/Dilution (pre/post-money)
Dividend preferences;
Redemption rights;
Conversion rights;
Anti-dilution protections (in order of most to least founder-friendly: “weighted average — broad based,” “weighted average – narrow based,” or “ratchet based”);
Voting rights (election of “x” number of members to the Board of Directors, approval of a sale or merger, issuing more shares, etc);
Registration rights;
Protective provisions, which can include certain affirmative covenants (e.g., investor access to financial information of the company) and certain negative covenants (e.g., agreement not to take certain actions without approval of the preferred shareholders)
Right of first refusal; and
Co-sale rights.
Convertible notes. For startups looking to raise less than ~$500K (sometimes more), rather than selling preferred stock and negotiating all the particulars above, alternatives exist which do not require setting a specific company valuation, namely:
Convertible Notes: As in “promissory note,” so technically a loan and therefore debt which carries interest, which in most circumstances converts to equity as preferred stock upon a later “qualified financing” when preferred stock is sold at a specific price. Usually the note converts at a 10%-30% “discount” to the preferred share price, or subject to a valuation “cap” that is effectively lower than the preferred share price, in order to reward the earlier investment for the additional risk. More info via 500 Startups.
KISS and SAFE Instruments: The relatively more recent “KISS” (from 500 Startups) and “SAFE” (from Y-Combinator) both remove the debt element of the convertible note, but otherwise operate in a similar fashion. Even more recently, Y-Combinator adjusted the terms of its SAFE from a “pre-money” to “post-money” valuation cap structure, which effectively means the new SAFE structure is now relatively more dilutive to current stockholders when issued (often the founders and early employees), but it is also now easier to calculate the amount of ownership sold to investors via the SAFE on a percentage basis (because the percentage no longer changes based on the potential addition or increases to the employee option pool in a later priced round).
“Finders” and brokers. The startup ecosystem is filled with certain people — known as “finders” or “connectors” — who promise to find investment for startups in exchange for a fee. These “finders” typically are not registered securities brokers, so technically they should not do any of the following: participate in negotiations with respect to investing in securities, provide counsel to investors or recommend securities as investments, and perhaps most of all, receive percentage-based compensation on amounts invested.
If presented with a written agreement from a “finder” who is offering to assist in fundraising, be sure that the agreement is non-exclusive and that there is no percentage-based compensation on the funds raised; instead, seek true “advisors” who can offer real business insights, have deep industry knowledge and connections, then pay them via an hourly rate, monthly retainer, and/or properly issued stock options, generally 0.10% to 1% vesting over 2-3 years.
Correctly issuing stock options to employees and advisers
Stock options are not stock, but merely the option to buy a certain amount of stock at a given price — the “exercise” or “strike” price. Employee stock options typically vest over four years, subject to a one-year “cliff” (i.e., the employee must work for at least one year to meet the “cliff” in order to vest any options at all; after that, vesting continues in monthly increments).
Startups generally get into trouble here for two reasons: (1) they fail to establish and formally adopt through appropriate corporation action (i.e., written board consent) a written “Equity Incentive Compensation Plan” (or “option plan”) pursuant to which the options are granted; and (2) they make a promise to grant stock options at a certain time (which implies a certain strike price at that time), but then do not take the necessary corporate action to actually make the stock option grant; namely, a written board consent approving the option grant with an exercise price equal to the fair market value of the stock, as determined by the board of directors, as of the date of grant (ideally with reference to a recent and valid 409A valuation).
It is critical that the board of directors accurately set the exercise price of the stock option to be equal to the fair market value of the optioned stock as of the date of grant. The 409A valuation, when done by a qualified third-party, is really the only way to completely safeguard the Board of Directors’ determination of fair market value of the stock in this regard should the IRS or some other financial auditor later take interest. Not getting this right could later blow up crucial deals — including investment rounds and potential acquisitions — due to the accounting and tax implications. Fortunately, there are now a number of companies which provide 409A valuation services at affordable rates, including Carta, Capshare, and more recently Meld Valuation.
Moreover, unless you want to commit securities fraud, you cannot “backdate” option grants (so that the option granted reflects a previous, lower price). That said, you can set the vesting commencement date to some point in the past in order to give credit for time served. Also, for those interested, there is an important distinction, with corresponding tax implications, between Statutory or Incentive Stock Options (“ISOs”), which can only be issued to employees, and Nonstatutory or Non-Qualified Stock Options (“NSOs”), sometimes issued to non-employee advisors — more on that via the Internal Revenue Service and Investopedia.
One last point worth mentioning in this section: very early on, when company valuation is still extremely low, it is possible and still practical (since tax liability will be minimal in light of the low valuation) to grant “restricted stock” even to non-founders – though you still need an Equity Incentive Plan in place first. In fact, restricted stock is the best option for non-founders involved in the very beginning of a startup’s life because aside from some immediate tax liability (which again, should be light given the relatively low valuation of a new company), ultimate tax treatment will likely be at capital gain rates and so much more favorable as compared to stock options, which usually end up being taxed as ordinary income.
Check out Holloway Guides for more discussion of equity compensation topics.
S Corp and LLC equity compensation
In the S corp and LLC contexts respectively, stock options or equivalent instruments are not as easily issued, and thus again, corporate counsel is appropriate. In the case of the S corp, if an option holder exercises an option who is not a qualified S corp shareholder (e.g., they are a nonresident alien), the S corp could lose its “S election” for pass-through taxation entirely. For LLCs, exercising an option on an interest in the LLC requires complex accounting entries, plus the person exercising the option will then become a member of the LLC, so they will receive “IRS Form 1065, Schedule K-1” and may be required to pay tax on the income of the LLC (in some cases whether or not they actually receive it).
While LLCs can create “profit interests” for its employees, which may entitle recipients to receive a percentage of the future appreciation in enterprise value, these plans are fairly complex to administer. A simpler alternative, used by many S corps and LLCs alike, is “phantom stock” which can be placed on a vesting schedule as well. Phantom stock is essentially a creature of contract, promising that a certain amount of the company’s ultimate acquisition price shall be reserved for distribution to holders of the “phantom stock units.” The amount so reserved is then divided by the number of phantom stock units established in the operating agreement and taken “off the top” from the final acquisition price, to be distributed to each phantom stock holder in accordance with the number of phantom stock units held.
Conclusion
Admittedly, the foregoing covered a bit of ground. As a founder, it is important that you have at least basic familiarity with an incredibly broad range of legal topics — corporate law being one of the most important. Such familiarity will allow you to identify and distinguish between situations that your team can readily handle internally, from those that require outside legal counsel. If you’ve made it this far, a congrats are in order — you are well on your way to startup success.
Daniel T. McKenzie, Esq., manages the Law Office of Daniel McKenzie, specializing in the representation of startups and startup founders. Prior to establishing his law office, Daniel McKenzie co-founded and served as lead in-house counsel for Reelio, Inc., backed by eVentures, and acquired in 2018 by Fullscreen (a subsidiary of Otter Media and AT&T).
Thank you to Stephane Levy, a partner at Cooley, for providing comments on this article.
DISCLAIMER: This post discusses general legal issues, but it does not constitute legal advice in any respect. No reader should act or refrain from acting on the basis of any information presented herein without seeking the advice of counsel in the relevant jurisdiction. TechCrunch, the author and the author’s law firm, expressly disclaim all liability in respect of any actions taken or not taken based on any contents of this post.
  Via Daniel McKenzie https://techcrunch.com
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lindyhunt · 7 years ago
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27 Fun Corporate Team-Building Activities & Outing Ideas Everyone Will Enjoy
Starting to notice some droopy shoulders around the office? Sounds like it's time to plan a team outing.
Team outings are a great way to facilitate bonding with your team members, reduce employee stress, and give them the chance to get to know one another outside of the office.
And, you know, they're really fun.
But how do you find ideas for a great team outing? Maybe you start with a Google search for "team outing ideas" and stumble upon an article that suggests "field trips" and "professional development activities." Sounds like a starting point, but where's the real excitement?
Next time you plan an outing for your team, cut the trust falls and get one of these ideas on the calendar instead.
Team Building Activities
Scavenger Hunt
What's My Name?
Cook-Off
Sneak a Peek
Board Game Tournament
Office Trivia
Improv Workshop
Two Truths and a Lie
Karaoke Night
The "Suddenly" Story
Go-Kart Racing
Concentration (Marketing Edition)
Professional Development Workshop
Jigsaw Puzzle Race
Room Escape Games
The Egg Drop Challenge
Laser Tag
Catch Phrase
Volunteer
Mystery Dinner
Kayaking/Canoeing
Trampoline Park
Something Touristy
Painting Class
Cooking Class
Explore a New Place
Sports Game
Large Group Games
1. Scavenger Hunt
Find a beautiful day, break everyone out into groups, and have a scavenger hunt around the city. You can organize one yourself, or use an app like Stray Boots. Your team will feel nice and rejuvenated after some fresh air and fun challenges. Be sure to take plenty of silly pictures -- you can even have a slideshow when everyone regroups at the end.
2. What’s My Name?
You might have seen this game played before. It goes by different names, and the more people who play, the better it is.
What's My Name is an activity where each player is assigned the name of a person -- dead or alive -- and displays that name on their back, head, or part of their body such that only the other players can read the name. You can write these names on index cards or Post-it notes. Once everyone has been assigned a name, the players mingle with one another, treating their coworkers the way they'd treat the person listed on that coworker's card. They can also ask questions about their own hidden identity until they correctly guess who they are.
What's My Name has no complicated rules or potential for competitiveness. It's simply an empathy-builder -- a critical ingredient of good company culture -- allowing employees to find out what it would be like to be treated the way someone very different from them might be treated every day.
3. Cook-Off
Here's a culinary team-building activity that could end in dessert or disaster -- in a fun way. Creating new dishes together requires creativity and will require everyone to put their team and leadership skills into action. Divide your team into smaller teams, pick a food category, and challenge each team to whip up something delicious. The category could be anything from ice cream, to salsa, to pizza.
One fun twist you could add? Pick a single ingredient that all teams must use, like maple syrup or Oreos. Or, have each team get creative with the shape of its food -- you can make pizzas into almost any shape.
Source: Teambonding.com
4. Sneak a Peek
What do you get when you add a test of memory to a game of pictionary? Sneak a Peek. In this game, people break off into groups of at least four and take turns recreating objects from memory.
Using LEGOs, clay, building blocks, or a similar set of construction items, one game leader will craft an object or structure for every group to recreate. A member of each group then has 10 seconds to "sneak a peek" at the structure (which is concealed from view), return to their groups, and describe what they saw to their group members so they can recreate it.
Each group has their own LEGOs, clay, or building blocks. If after a minute of recreating the structure, it isn't complete, another member of each group sneaks a 10-second peek at the game leader's object and comes back to further instruct the group. This rotation continues until a group is confident they have recreated the item. The object of the game? Be the first group to recreate it.
Not only does this game help employees practice project management, but it shows you how to accomplish tasks using input from a variety of sources. It's also just a fun way to see how good your coworkers are at retaining information.
5. Board Game Tournament
Here's one way to spark your team members' competitive sides without having to leave the office. Organize a team-wide board game tournament. Especially if your team is pretty big, it might be easiest to pick a single game, then have people sign up for specific time slots when they're free to leave their desks and spend some time playing the game.
Some great games with reasonable play times include Boggle, Jenga, or even games using good ol' playing cards. Don't forget to incentivize with prizes for first, second, and third place.
Source: Glassdoor
6. Office Trivia
Who says trivia night only takes places at the bar? Office trivia is the perfect way to bring a large group of colleagues together and challenge the brain in areas that don't necessarily apply to their daily jobs. Break the company into teams of four or more and offer small prizes for the teams who score the most points.
Want to write your own trivia questions? For reference, trivia questions are generally sorted into categories -- four or five trivia questions per category -- with optional bonus questions at the end of the game. While you can give each question a point value, you can also assign each team a certain amount of points per category that they can bet, instead. Each team can then bet as many or as few points as they want per question until they've used all their points for that category.
Not prepared to create your own trivia questions? Hire a trivia organization to host a trivia night at your office. There are tons of national trivia companies who'd be happy to host an event right on site -- District Trivia, The Trivia Factory, and the Big Quiz Thing are just a few of them.
Small Group Activities
7. Improv Workshop
Comedy and improv events are fun, interactive experiences that'll have your employees roaring with laughter while teaching them useful communication and soft skills, like focus and trust. Depending on your budget, you could do anything from simply playing improv games with your employees to bringing in professionals to run competitive, fast-paced activities.
Source: Al-Jazeera
8. Two Truths and a Lie
This is a classic house party game, but it's also an excellent icebreaker when integrating coworkers who don't yet know one another.
Two Truths and a Lie is simple: Start by organizing the group into a circle and give each person the floor to introduce themselves. In addition to giving their name, however, each employee also says three things about themselves -- only two of which are true. It's up to everyone else in the circle to guess which statement is the lie.
9. Karaoke Night
What better way to get your employees to break out of their shells than to have them get up and sing some karaoke? You can even have a contest for best group karaoke performance. Bonus points if there are feather boas and cowboy hats involved. This works best for a more extroverted group, so if your team isn't into strutting their stuff on stage, consider an idea on this list that caters more toward those personalities.
Source: derekgavey
10. The "Suddenly" Story
If you've ever told stories around a campfire, you might have told a variation of The "Suddenly" Story. This activity is the choose-your-own-adventure book of team building activities. You're not just telling a story -- you're piecing a story together using the (often hilarious) imaginations of your coworkers.
To tell The "Suddenly" Story, gather your team in a circle, and offer the opening three sentences to a story about anything. At the end of the three sentences, say "Suddenly ..." and pass the story onto the person next to you. It's their job to take your three sentences and build on the story with another three sentences, followed by "Suddenly ..." Each mention of "Suddenly" allows the story to take a turn. What that turn looks like is up to the next person in the circle.
The "Suddenly" Story helps people find ways of building on content that came before them, while also being creative when all ears are on them. Try it the next time you want to get your department together for a break, and you're sure to get everyone laughing.
11. Go-Kart Racing
Nothing like a little competition to bond a group together. An adrenaline-pumping event like kart racing is a great way to get employees to interact with one another in a totally new and fun way. Just make sure everyone pays attention during the safety lecture.
12. Concentration (Marketing Edition)
Here's a professional spin on the 1960s game show. The original game show, called Concentration, put 30 numbered tiles up on a board, each tile with an identical tile somewhere else on the board. What made them identical? They had matching prizes on the back. Over time, as contestants opened up more tiles, they had the opportunity select tiles they knew would match up and win the prize written on the back.
Businesses -- especially marketing departments -- can have a field day putting logos, slogans, and company names on the back of their own tiles and having players match up every piece of the brand. As your business grows, you can even put the names of your own products, employees, and job titles on the backs of your tiles to see how well your coworkers know the company they work for.
Teamwork Games
13. Professional Development Workshop
Want to encourage your employees to bond while providing them with an opportunity to learn and further their career? Offer a shared learning experience either at your office, or at an off-site workshop or conference. The activity could be specifically related to your employees' jobs, or it could be something broader, like a negotiation or leadership skills workshop.
14. Jigsaw Puzzle Race
Jigsaw puzzles can be a tedious thing to put together alone. Maybe you have one set up at home and make progress on it for a couple of hours every weekend. Put your numerous brilliant colleagues on the case, however, and a jigsaw puzzle becomes a fun problem-solving challenge. Break the company into teams for a multi-puzzle race, and suddenly you have a test of teamwork that electrifies the entire office.
Grab several copies of the same jigsaw puzzle and turn your weekend activity into a contest to see which team can complete the puzzle first. Offer prizes just like you would in a game of office trivia. Just be sure each team has the same number of people and choose your puzzle size wisely. A 1000-piece puzzle, for example, might be a bit time-consuming for a team of just five or six people.
15. Room Escape Games
Here's a great bonding activity that requires leadership skills, teamwork, logic, and patience. Room escape games -- Escape the Room, Puzzle Break, AdventureRooms, etc. -- have become a wildly popular team-building exercise for groups around the globe.
Here's how it works: A group of people gets "locked" in a room for one hour. During that one hour, they have to find hidden objects, solve puzzles, and figure out clues to locate the key that will set them free. And it's not easy: Only 20% of players actually make it out before the hour is up.
Source: Escape the Room St. Louis
16. The Egg Drop Challenge
Chances are, you played this in school or summer camp. The Egg Drop Challenge is a beloved tradition that challenges teams of kids to create small structures around an uncooked egg in order to protect the egg from a high fall onto hard ground. Each team is given specific items they can use to build the structure that protects the egg, but nothing more. So, why not offer the same challenge to your coworkers?
Straws, newspaper, tape, and cardboard are just some common items provided during the Egg Drop Challenge -- as you can see in the sample egg fortress below. For your coworkers, however, consider making it even more challenging and allow them to use simply anything available in the office.
The height of the fall is up to you, too, but be sure to set an altitude that's consistent with the materials each team has to work with.
Source: Buggy and Buddy
17. Laser Tag
Another great way to get your adrenaline pumping? A good old game of laser tag. Not only is it great fun, it's also an opportunity for employees to exercise their strategy and logic skills, as well as teamwork skills. Bonus: Determine teams ahead of time and have people dress up.
18. Catch Phrase
In this classic party game, players team up and take turns describing words and phrases to their teammates without saying the word or phrase itself. Phrases can include celebrities, expressions, or just simple things found around the house. If my phrase is "needle in a haystack," for example, a clue I might give to my teammates could be "a pointy object buried inside farm equipment."
Catch Phrase is the perfect way to get your employees together and teach them how to communicate with one another. (Don't worry, everyone will be having so much fun, they won't realize that's what you're doing.)
This game is often played with a basket of phrases on slips of paper, but it became so popular, Hasbro made an electronic version.
Outings and Events
19. Volunteer
Giving time to support a good cause isn't just good for the soul; it's also a great way for your team members to bond. Place-based volunteering ideas include things like volunteering at a local soup kitchen, helping build a Habitat for Humanity house, or delivering gifts to children's hospitals during the holidays. Skill-based volunteering is a cool way to stretch your employees' expertise: It's when your team volunteers its time and uses its professional skills -- anything from marketing to app development to writing -- to help a nonprofit.
Try VolunteerMatch.org for either type of volunteering opportunities, and Catchafire.org for skill-based volunteering opportunities.
Source: VolunteerSpot
20. Mystery Dinner
Mystery dinners are one of the most beloved traditions here at HubSpot. On a single night, you send a group of folks from different teams within your company to dinner somewhere in your city (or at someone's house). The dinner is hosted by one of your company's leaders and paid for by the company. These dinners allow random groups of people from the same company to spend an evening chock full of good food and conversation together.
What makes them a mystery dinner? The only thing participants should know about the dinner ahead of time is the date and time. Then, on the afternoon the dinner is supposed to take place, send each group an email with the name of the restaurant they're going to and who they'll be going with, so they can arrange transportation together.
Optional: Give every dinner host the name of a restaurant or bar to invite everyone to congregate at once the dinners are over.
21. Kayaking/Canoeing
Nothing says "let's work together" quite like trying not to end up in the water. Want to take advantage of the outdoors? Grab a paddle and head down to the closest river for a great spring or summer outing.
Many public rivers and ponds have boat houses where you can rent kayaks and canoes -- and you can encourage folks to rent multi-person ones and pair up with people they don't usually work with.
22. Trampoline Park
Hey, who says trampolines are just for kids? Take your team to a trampoline park for some jumping fun and a chance to work off the day's stress. Many cities have local places with trampoline activities -- if you're in the Boston area, check out Skyzone for trampoline dodgeball and basketball games.
Source: Mustbeart
23. Something Touristy
Embrace your city! Pick a hot tourist destination and go as a team. You can even do a Segway tour. (Fanny packs: optional.) It'll be fun to laugh at how silly it feels to be a tourist in your own city, and you might even learn something new.
Source: Wikimedia
24. Painting Class
If you're looking for a slightly more relaxing activity, take a group painting class. Paint Nite hosts painting classes by local artists at various bars throughout major cities for painting on canvases, wine glasses (like in the picture below), and so on. It's a great way to let your team members unwind, catch up over some drinks, and express their creativity.
25. Cooking Class
In the mood for something a little more... culinary? Change up the usual outing to a bar or your local restaurant, and try a cooking class. Through a service such as Kitchensurfing, you can hire a professional chef to come cook a fancy meal for you in your home or office kitchen. Between the multiple courses prepared before your eyes, your team will have plenty of time to strike up a conversation and enjoy the delicious aromas.
26. Explore a New Place
Few things more fun than getting out of the city and exploring for a day. So, why not do it with your team?
For bigger events -- maybe on a quarterly basis, when you have more budget to use for outings -- charter a bus and take your team to a new place. You can all take a historical tour of the new place, grab lunch at a restaurant serving the town's finest, or take in a local attraction together.
27. Sports Game
Round up the team and head out to a sports game. What a fantastic way to rev up team spirit while combining both competition and camaraderie.
Source: Wikimedia
Now you're ready to show your team a great time while increasing their happiness and creating a great company culture. And hey, you might just be the "cool boss" now. How cool would that be?
Want more? Read The Power of Teamwork: 31 Quotes That Celebrate Collaboration.
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abckidstvyara · 7 years ago
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On any given day in the United States, more than 450,000 people are behind bars awaiting their constitutionally mandated fair trial. None of them have been convicted of a crime — they’ve been accused of committing a crime, but no formal ruling of guilt or innocence has been made. That means these hundreds of thousands of people are incarcerated simply because they don’t have the financial means to post bail. 
Bail was originally designed to incentivize people to show up for their court dates, but it has since evolved into a system that separates the financially well-off from the poor. It requires arrested individuals to pay money in order to get out of jail while they await trial. For those who can’t afford bail, they wind up having to sit in jail, which means they may be at risk of missing rent payments, losing their jobs and failing to meet other responsibilities. 
Money bail is all too often a common condition to secure release from jail while a case is in progress. Cash bail systems result in leaving many people incarcerated, even though they haven’t been convicted of a crime. 
The cash bail system in the United States is one of the greatest injustices in the criminal justice system, ACLU Deputy National Political Director Udi Ofer tells TechCrunch. Bail reform, Ofer says, is a “key way to achieve” the goals of challenging racial disparities in the criminal justice system and ending mass incarceration. 
As we explored in “The other pipeline,” the criminal justice system in the United States is deeply rooted in racism and a history of oppression. Black and Latino people comprise about 1.5 million of the total 2.2 million people incarcerated in the U.S. adult correctional system, or 67 percent of the prison population, while making up just 37 percent of the total U.S. population, according to the Sentencing Project.
With a criminal justice system that disproportionately affects people of color, it’s no wonder why the cash bail system does the same. For one, people of color are 25 percent more likely than white people to be denied the option of bail, according to a pre-trial study by Dr. Traci Schlesinger. And for the black people who are given the option to pay bail, the amount is 35 percent higher on average than bail for white men, according to a 2010 study.
The national felony bail median is $10,000. For those who can’t afford it, they have to rely on bail bond agencies, which charge a non-refundable fee to pay the required bail amount on the person’s behalf. The bail bond companies, which are backed by insurance companies, collect between $1.4 billion and $2.4 billion a year, according to the ACLU and Color of Change.
Source: ACLU/Color of Change
And if bail bond companies are out of reach, those who are sitting in jail awaiting trial are more likely to be convicted of the crime they were charged with. The non-felony conviction rate rose from 50 percent to 92 percent for those jailed pre-trial, according to a study by the New York City Criminal Justice Agency. Along the way, leading up to the trial, some prosecutors incentivize people to plead guilty to the charges even if they’re innocent.
“It’s time to end our nation’s system of cash bail that lets the size of your wallet determine whether you are granted freedom or stay locked up in jail,” Ofer says. “Money should never decide a person’s freedom yet that’s exactly what happens every day in the United States.”
Pre-trial detention is also costly to local cities, counties and taxpayers. It costs about $38 million a day to keep these largely nonviolent people behind bars, according to the Pretrial Justice Institute. Annually, that comes out to about $14 billion to jail unconvicted people.
“The only people benefiting from bail is the for-profit bail industry,” Ofer said. “If we’re ever going to end mass incarceration in the United States, then we need to end cash bail.”
Bail reform is coming
Across the nation, bail reform has made its way into a handful of states. New Jersey’s bail reform law took effect last January; since then, its daily jail population has dropped 17.2 percent, and courts have imposed cash bail on just 33 defendants out of 33,400, according to the ACLU.
The ACLU itself is working on bail reform in 38 states, including California, where Ofer says he is optimistic reform will happen this year. Right now, a pre-trial release bill, Senate Bill 10, is up for consideration in the Assembly. The bill argues California should ensure people awaiting trial are not incarcerated simply because they can’t afford to pay bail. The bill also advocates for counties to establish pre-trial services agencies to better determine if people are fit to be released.
The bill, introduced by Senators Bob Hertzberg and others, is backed by the ACLU and Essie Justice Group, an Oakland-based organization that advocates for actual justice in the criminal justice system.
“Today we have a system that allows for people to be released pre-trial if they have enough money to afford their bail,” Essie Justice Group founder Gina Clayton tells TechCrunch. “Everyone else is required to sit inside of a cage without any way out.”
Essie Justice Group works mostly with and for women who have incarcerated loved ones. Often, the only way out for people is help from family or a plea deal, Clayton says.
“When we see people making the bail, we see that women are going into tremendous debt and are also beholden to an industry that has time and time again been cited and known to practice in quite an incredibly despicable way in terms of coercing and harassing their customers,” Clayton says. “When we think about who are the people who know about what’s going on with bail, it’s black and brown women in this country.”
For the past two years, Essie Justice Group held an action around Mother’s Day, with the goal of bailing moms out of jail or immigration detention. Last year’s action led to release of 30 women.
Photo via Essie Justice Group
Can tech help?
The short the answer is maybe. Earlier this month, Google banned ads for bail bonds services, which Clayton says is the largest step any corporation has taken on behalf of people who have loved ones in jail. But while tech can help in some ways, Clayton has some concerns with additional for-profit entities entering the criminal justice system.
“There are definitely tech solutions that I’m very against,” Clayton said, but declined to comment on which ones in particular. “I will say that my energy around this doesn’t come from an imagined place. I’m seeing it happen. One of the things we’re seeing is companies who are interested in bail reform because they see another opportunity to make money off of families. Like, ‘let this person out, but have them, at a cost, check in with people I hire to do this fancy but expensive drug testing three times a week, pay for an ankle shackle or bracelet and GPS monitoring.’ I think the companies that are making money off of those types of things are the ones we need to be wary of.”
There is, however, one for-profit company that immediately jumped to Clayton’s mind as being one doing actual good in the criminal justice space. That company is Uptrust, which provides text message reminders to people regarding court dates.
“I think that is a really great addition to the landscape,” Clayton says. “The reason I’m a proponent of theirs is because I understand their politics and I know what they won’t do, which is take it a step further or get involved with getting incentivized to add on bells and whistles that look less like freedom for people but more revenue for them.”
Uptrust, founded by Jacob Sills and Elijah Gwynm, aims to help people make their court dates. While the movies like to depict flight risks and people skipping town ahead of their court dates, failure to appear in court often comes down to a lack of transportation, work conflicts, not receiving a reminder, childcare or poor time management, Sills tells TechCrunch.
That’s where the idea came to humanize the system a bit more, by enabling public defenders to more easily connect with their clients. Uptrust is two-way in nature and reminds people on behalf of the public defender about court dates. Clients can also communicate any issues they may have about making it to court.
“If the public defender knows the client has an issue, they can usually get court moved,” Sills says. “But if they don’t have the information, they’re not going to lie on behalf of clients.”
Because public defenders don’t make much money, Uptrust doesn’t charge very much, Sills says.
“But they really care about the client and one of the things we saw with this was we needed to change the whole front end of the system to be less adversarial and more human,” Sills says.
In addition to text reminders, Uptrust enables public defenders to assist with other needs clients may have.
“A lot of stuff around bail reform is around risk assessment rather than need assessment,” Sills tells me. “But we saw a lot of these individuals have needs, like helps with rides, child care or reminders.”
Public defenders who are invested in the care of their clients can remind them via Uptrust to do things like ask for time off work or schedule child care.
For the end-user, the client, Uptrust is all text-based. For the public defenders, Uptrust offers a software solution that integrates into their case management systems.
Since launching in the summer of 2016 in California’s Contra Costa County, the court appearance rate improved from 80 percent to 95 percent, Sills says. To date, Uptrust has supported 20,000 people with a five percent FTA rate.
“As we improve product, if we can get [the FTA rate] down to 3 percent, you really can start taking that data and pushing forth major policy change,” Sills says.
Uptrust’s goal is to shift from risk assessment to needs assessment and ensure people are supported throughout their interactions with the criminal justice system.
“Our view is in terms of bail reform, we need to make sure there’s not a proliferation of things like ankle monitors and whatnot,” Sills says. “For us, success is really being a subcontractor to the community as well as working with the government. I think there’s a huge risk in bail reform as it relates to technology because people see it as a big business opportunity, If a company replaces the government, they may not have the community’s best interest in mind. So it’s important to keep in mind they have the community’s best interest in mind.”
Similar to Uptrust, a tech organization called Appolition works by operating within the confines of the system. Appolition, founded by Dr. Kortney Ryan Zieger, enables people to funnel their spare change into the National Bail Out fund. As of April, Appolition has facilitated over $130,000 to go toward bail relief. Ziegler was not available for comment for this story.
Promise, on the other hand, aims to provide an alternative to the cash bail system. In March, Promise raised a $3 million round led by First Round Capital with participation from from Jay-Z’s Roc Nation.
The idea is to offer counties and local governments an alternative approach to holding people behind bars simply because they can’t afford bail. With Promise, case managers can monitor compliance with court orders and better keep tabs on people via the app. GPS monitoring is also an option, albeit a controversial one.
Let’s say you get arrested and end up having a bail hearing. Instead of asking you to pay bail, the public defender could suggest a pre-trial release with Promise. From there, Promise would work with the public defender and your case manager to determine your care plan.
“It’s clear that our values are about keeping people out of jail,” Promise CEO Phaedra Ellis-Lamkins told me on an episode of CTRL+T. “Like, we’re running a company but we fundamentally believe that not just it’s more cost effective but that it’s the right thing to do.”
Instead of a county jail paying $190 per day per person, Ellis-Lamkins said, Promise charges some counties just $17 per person per day. In some cases, Promise charges even less per person.
It’s that for-profit model that worries Clayton.
“Whenever you bring in the for-profit ethos in a criminal justice space, I think we need to be careful,” Clayton says.
She didn’t explicitly call out any companies. In fact, she said she doesn’t feel ready to make a judgment on Promise just yet. But she has a general concern of tech solutions that “dazzle and distract system actors who we really need to hold accountable and see operate in more systemic, holistic ways.”
Solutions, Clayton says, look like social safety nets like hospitals and clinics instead of jails.
“If we want to really move ourselves away from this path we’ve been on,” Clayton says, “which is towards normalizing state control of people then we should be really careful that our system that once looked like slavery to Jim Crow to mass incarceration doesn’t then become tech surveillance of all people.”
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politicalfilth-blog · 7 years ago
Text
Corporate and Deep State Takeover of YouTube Almost Complete
We Are Change
Welcome back beautiful and amazing human beings for yet another important, independent media news update. Today is October 9th, 2017 and in this video, we will be talking about Republicans warning about World War 3. We’re going to discuss all the countries who are likely to win the coveted prize of freedom and democracy on their homeland. We will also be talking about the scary updates between rich and powerful media and of course the sex scandals that were going around. I will discuss the continued extreme YouTube censorship that is crushing the business of independent entrepreneurs who want to make a job of telling you the truth. Truths the corporate media won’t tell you about, like the topic of World War 3.
youtube
You can watch this video on DTube here.
Donald Trump is publicly sparring with his own Senator, Bob Corker. Many say that this public feud may put an end to Donald Trump’s tax reforms.
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Last night he warned that Donald Trump is steering the United States towards World War 3. Corker is part of the Senate Foreign Relations Committee and it has access to a lot of classified information. He stated publicly that Donald Trump’s governing style is fit more for a reality show than the White House.
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This disagreement is just adding fuel to the bitter public row between former allies; I don’t know if this comment was made in the heat of the moment or if it was an actual warning to the American people. Donald Trump does seem to be threatening war with a lot of countries recently. There was his cryptic cliffhanger before the media with the military brass in attendance where he discussed the “Calm before the storm” recently.
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I think it’s important to look at which country is likely to receive the honor of having freedom and democracy rained down upon them. It could be Venezuela which Donald Trump threatened military action against not too long ago. During his speech at the UN General Assembly, he said that he wants to spread freedom and democracy in that country.
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I’m sorry to laugh, but we all know the United States is not in the business of creating freedom and democracy all over the world. It’s because Venezuela declared war on the US petrodollar, but that’s another long conversation. While there is a lot of tough talk from both Maduro of Venezuela and Donald Trump, it seems very unlikely that something will escalate in South America.
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It could be Iran the country that has an agreement with the United States that was signed by Barrack Obama called the Iran nuclear deal. This deal prevents Iran from expanding their nuclear proliferation in exchange for ending the sanctions against that country. Independent auditors have reported that Iran is complying with this agreement and holding up their end of the bargain. This is according to European allies and the United Nations watchdog who is responsible for monitoring the situation. Donald Trump is still saying that he will declare that Iran is not compliant even though the U.N says they are and may place further sanctions against Iran.
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This is worrying a lot of people since it would reinstitute economic warfare between the United States and Iran. The United States is also planning to designate the Revolutionary Iranian military guard forces as a “terrorist organization.”
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This is the same Iranian military that has been fighting against al-Nusra and ISIS inside of Syria. The Iranians responded by saying that they would give a crushing response if the United States does this.
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A war between Iran and Israel as Newsweek puts it is not only very likely, but it is probably just a matter of time. We have already seen the Israeli military attack Hezbollah forces inside of Syria.
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Forces that were fighting against radical Islamic terrorist groups. Iran, of course, supports Hezbollah and the Syrian government both of which have an intense dislike for Israel. Now that the Syrian war has ended there is now an Iranian and Hezbollah presence right on the border with Israel.
Israel says that they will not tolerate this which could bring Iran into the conflict with Israel. Israel would be supported by the United States thus increasing the likelihood of an Iranian versus U.S. War. It’s been the Neocon’s wet dream for decades to start a war with Iran. Neocons have openly talked about a false flag event to kick off a war.
Further conflict in the Middle East is unpredictable since Russia and China are major economic partners with Iran. They have recently expressed their concerns regarding Iran. They say the Iran nuclear deal should stay intact and have also criticized Donald Trump for his hawkish comments against Iran.
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I think the most likely looming disastrous situation would be with North Korea. Just moments ago Russia and China called for restraint by Donald Trump due to his latest comments on North Korea.
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Donald Trump has been hinting at military action in North Korea on Twitter. Defense Secretary James Mathis told the US Army to be ready with North Korean military options.
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The United Kingdom is also preparing for a possible war with North Korea. The North Korean situation is very confusing, and I recommend you watch some of our previous videos on that country. North Korea seems like the most likely. We don’t know if it will happen since China and Russia are against military intervention and they might engage with the United States.
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I don’t know, and I don’t think anyone else knows but I think it’s important to lay out the situation for you. Let me know what you think.
Moving forward in other short fat ugly disgusting despotic political leader news.
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No, we’re not talking about Kim Jong-un I am talking about Sir Edward Heath, the now-deceased former prime minister of the United Kingdom.
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I have a critical news update about the child sex abuse ring that this former prime minister of the United Kingdom was involved in. The police chief who investigated the former prime minister and wrote a report talking about how he abused little children when he was in power just came out moments ago and said that he could have spent 2 or 3 more years investigating the sex child pedophilia rings. However, he was stopped from doing so. He was prevented from digging deeper into this significant matter by of course the U.K. Government.
This brave police chief is calling for a new investigation into the most powerful politicians in the United Kingdom who were caught being pedophiles. This police chief was lambasted by cabinet ministers, members of the judiciary and media moguls for investigating Ted Heathe. They said that he was being stupid and leading a witch hunt. People in power are covering up actual child abuse by the rich and well connected. They, of course, ran a relentless campaign to undermine him and yet he was still able to file a report that proved that the former prime minister of the United Kingdom was an outright child abuser and pedophile.
In a related story about the media cover-up of sex abuse, we are also discovering that media mogul Harvey Weinstein has been exposed for sexually abusing women for over three decades. This latest abuse scandal was known to the New York Times 13 years ago, but they decided to sit on the story. The editors killed the story according to a reporter at the New York Times because of alleged pressure.
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This allowed an abusive monster to continue his attacks against women even recently trapping a reporter in a hallway and committing lewd and disgusting acts in front of her. The reporter that was initially investigating Weinstein in 2004 said that the story was killed. This happened after pressure from A-list celebrities like Matt Damon and Russell Crowe.
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This puts the New York Times in a very tough spot as they broke the story a few days ago. It shows you not only how the rich and powerful could commit horrible, horrendous acts and how they can get away with it. All because of their power and money. The Weinstein Company that was started by this abuser is now set to change their company name but have also fired their founder Harvey Weinstein amid all these sexual harassment accusations.
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We covered the story yesterday so if you want a full perspective just watch yesterday’s video. We have to understand this is not only a single case of abuse. It happens in Hollywood and elite circles more than you think.
Corey Feldman, a former actor, came out and said the number one problem in Hollywood was and always will be pedophilia. That’s the biggest problem vultures who Feldman says abused him and his best friend the late child actor Corey Haim his co-star in The Lost Boys.
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“There’s one person to blame for the death of Corey Haim and that person happens to be a Hollywood Mogul, and that person needs to be exposed, but unfortunately I can’t be the one to do it,”
As we learn from the Jimmy Savile case in the United Kingdom, sexual abuse doesn’t only happen in the entertainment business but as well connected with the political sphere. The fact the mainstream media will cover up for them and lie to you about as Corey Feldman explained it.
There are corrupt people in this industry, and there are people in this industry who have gotten away with things for so long. They feel they’re above the law. That has got to change, and it needs to stop.
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We reported to you yesterday on this insane entertainment industry that YouTube is laying out the red carpet is being done by demonetizing, de-incentivizing, censoring and deleting real independent media. Real media who are not caught up in this massive corrupt sphere of money and influence. Just like days ago when YouTube announce algorithm changes because of the Las Vegas shooting. I told you these policies would be used against everyone. It’s not just crazy conspiracy theorists that they are going after. They’re going after YouTubers like PragerU. Google is not allowing them to promote their videos saying that it is dangerous content because their video talks about there being only two genders.
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They have censored Mike Cernovich’s documentary on Sweden by making it restricted even though there is zero nudity in that documentary.
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They also deleted a recent video that Mark Dice made on his YouTube channel. They continue to demonetize our content and that of other independent journalists. They have been making sure that ABC and other corporate giant media mogul companies have priority when it comes to search results and recommended videos.
I’m worried about this because I know for a fact that this corrupt and powerful influence media institutions that YouTube is pushing are not only harboring sexual predators but they’re also working hand-in-hand with the deep state and intelligence.
The FBI and CIA play a substantial part when it comes to making, producing, and promoting influential movies and TV series.
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Just from the CIA alone we recently learned that the CIA has directly influenced over 1,800 movies and TV shows. In most these films they pushed for more war propaganda and censorship of anti-war messages. Sometimes even changing the scripts of TV shows and movies to fit the government narratives. Engineering propaganda and information warfare against you.
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What is still unknown is the full extent of the shadowy involvement of the CIA and the entertainment media business.
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That’s why we all have to share this video and use alternatives like DTube and BitChute. We’ve started uploading our videos on these platforms because unlike the ABC and mainstream networks were not influenced by any corporations or government,
It sure looks like the corporate media empire has now taken over YouTube. It is evident that people were waking up to the propaganda by going to YouTube for real independent news. The public will now be unable to get that information. YouTube was supposed to be for everyone and was a bastion of free speech, but that has been all but officially destroyed. It’s critically important for everyone to understand this the next time they decide to vote with their clicks.
That is the news for today. Another not so optimistic news update but a critically important information one that needs to get out to the American public.
I appreciate everyone who goes to WeAreChange.org/donate because of the demonetization it’s only through you and your donations that this website is still here. I love you guys, thank you again.
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