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class get into a Boeing 747 and flip all the switches and try to figure out why it won t take off. That was before I got my pilot s license. Now I know how apt it was. So I talked to my friend Doug, a great lawyer. He said, You need to talk to my friend Sam Mawn-Mahlau at Edwards and Angell and figure out what to do. Sam looked at all the deal documents and said, You own this company. You are a majority shareholder. I said, But these guys told me that I have no power because they control the board, three to two, and it doesn t matter what anyone else says. He said, Yes, but the shareholders elect the board. Just have a shareholders meeting and elect yourself and your cofounders (or whoever else you want) to the board, and these guys will be back to their two board seats, which is what they bargained for. They have a minority investment. They bargained

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for two board seats and veto power over certain transactions from those board seats, but that s all they re entitled to I asked if there was any risk in doing this He said, There s some risk that they would sue you in the Delaware Chancery Court But VCs hate to spend their own money, so I don t think they d do it Litigation is very expensive, and, if they can t find a way to stick it to their limited partners, then they are not going to sue you Basically, whenever VCs do an investment, they make the startup company pay their legal expenses Remember, the investments come from the limited partners, the pension funds, etc So they get their 2 percent annual management fee, but a lot of their costs, like their legal expenses, are also actually being paid by the limited partners.

Smolin: The SageKey scripts And the Wise installer Carlton: Right Smolin: So, what research on the market and competition did you do before you started Well you told me Carlton: There was no competition Smolin: Yeah, there wasn t anything, so Carlton: No Everything out there was for retail stores, and my customers are not retail Smolin: They re hobbyists turning semipro Carlton: Yeah, they have a little shop or something But they re not a big Tiffany s or a brand name jewelry store..

For example, a company is supposed to get a $700,000 investment, but right away they return $50,000 to pay the legal fees of the venture capitalists, so the limited partners actually only get $650,000 of their capital working in that business If they can t come up with a scheme like that, they aren t going to sue you because they are not going to want to spend their own money that they could be spending on business jets and vacations and other things that are delightful to VCs So I said, Great My cofounders and I, who were shareholders, had a meeting and said, Who wants to vote for Philip Greenspun to be CEO and on the board We had to change the corporate bylaws also because the default corporate bylaws in Massachusetts are that the shareholders elect officers like the CEO.

The bylaws of the company, for whatever reason, said that the board elected the CEO, so we said, Well, let s just change it back We re the shareholders, so we ll change this bylaw so now it s back to the Massachusetts default It was a perfectly legitimate bylaw that the shareholders in a small corporation would elect the CEO So we changed the bylaws and elected me as CEO, which, under some other bylaws, gave me an automatic board seat, and then we elected a couple of our founders to the board So now we had a threeto-two board majority..

Livingston: Where did you physically do this Greenspun: We did it by letter actually. We did it in the lawyers office down-

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