Subject: Re: Red Hat and Cygnus unify
From: "Stephen J. Turnbull" <>
Date: Tue, 16 Nov 1999 13:36:24 +0900 (JST)

>>>>> "Brian" == Brian Bartholomew <> writes:

    >> My guess is that the money was too good to pass up.  (And I
    >> don't mean that venally.  Even though it's a private company,
    >> Cygnus has investors and shareholders, and has a fiduciary duty
    >> to them.)

    Brian> Freedom and compensation are a tradeoff.  I repeat my claim
    Brian> that 'free software' is about wide questions of business
    Brian> practices more than narrow questions of licenses.  The
    Brian> standard interpretation of 'fiduciary duties' appear to be
    Brian> short-term profit-maximizing. 

No, it is not short-term profit-maximizing.  It is a custody
arrangement with someone else's capital, and the relationship will
determine what the fiduciary duties are.

For example, short-term profit maximization in a risky business is
incompatible with one's fiduciary duties to bondholders.  (This is
because the profit-maximizing strategy is to take maximum risk---you
keep the largest share of the winnings, the bondholders take the
largest share of the losses.  If you can find another set of
suckers^Winvestors, you just keep doing this until you win big, then
quit and die rich.  The way bonds work, you never lose big.)

In general, keeping promises, _even to people you owe money to_, is
one of the things that should be at the top of the list of approved
practices for FSBs.  I think it inappropriate to deprecate promises
merely because some consideration is involved.

    Brian> Perhaps to be considered an fsb, a company should state
    Brian> bounds on the freedom/compensation tradeoff in a way
    Brian> binding on fiduciary duties.

Why do you want to make financial promises second-class citizens
relative to some other promises made by FSBs?

I don't necessarily disagree with this, but you do need to make it
explicit so that FSBs understand what they need to give away to get
the "Brian Bartholomew Charity Software Seal of Approval."

University of Tsukuba                Tennodai 1-1-1 Tsukuba 305-8573 JAPAN
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What are those two straight lines for?  "Free software rules."