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I'm sure that's just lovely in theory.

In practice it won't be seen that way. Do you really think most people outside the organisation are going to care about the internal details?

by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 04:54:51 AM EST
[ Parent ]
There is no "organisation" with an "outside" and an "inside": that's the difficult thing to grasp.

No one is "excluded" because it would be up to an individual whether he/she participates or not having used the ET blog exactly as now and maybe found a collaborative project with one or more other ET'ers he/she is interested in working on.

The ET LLP framework would simply be there for anyone who sees a benefit in using it.

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 06:11:31 AM EST
[ Parent ]
Ah, so no bank account, no trustees (or whatever), no formal membership, no decision making apparatus since there's nothing to make decisions about. What use would it be? What protection would it provide, from who - that being the point of legal entities, after all?  It wouldn't issue documents - that would be the individuals -  so it would provide no protection against libel and it would have no financial role.

In fact, in what useful sense would it even exist?

by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 06:48:28 AM EST
[ Parent ]
It would allow, say, Sven and In Wales (and their current photo opportunity) to agree - within the context of a project-specific "enterprise agreement" who gets what in respect of the proceeds from the sale of In Wales's photos to the client that Sven obtained.

Either there would be informal "trustees" (analogous to the operation of a cricket club bank account)or a formal "Not for profit" legal entity, which would be the nominal "owner" and custodian of a bank account.

An administration member operating within the framework would maintain accounting records and make any necessary payments in accordance with the enterprise agreement specification eg Sven x%; In Wales y%; Admin etc z%.

The LLP would act as an umbrella for any ET'ers who wish to use it collaboratively in dealings with the outside world. So while invoices would be issued by the admin member on behalf of the individuals they would be payable to the "Custodian".

Note that it would be possible in due course to see the LLP as a Guarantee Society, providing a collective "guarantee" backed by a "default fund" into which  Members paid a provision of a% of revenues. This could enable ET'ers to engage with clients they might not otherwise be able to.

Even were that not done, Members would still have the benefit of Limited Liability. Personally I would not expose myself to the threat of libel proceedings the way that Jerome is now.

There would be a formal membership, probably by joining a "club" of ET "operating members" but this would be entirely "open".

No-one who uses the site would have to join.

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 08:11:08 AM EST
[ Parent ]
So it is an organisation. Would it issue documents in it's name? It would have to, if people wanted to benefit from the protection?
by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 08:15:43 AM EST
[ Parent ]
If the LLP operated by issuing invoices to external clients then, yes, it would be an organisation - and that is the norm for LLP's used conventionally.

Limitation of liability would indeed only apply to transactions entered into by Members on behalf of the LLP, which again would imply an organisation.

"Clients" might become "customer members" of the entity, in which case they become "inside the box" and party to an "Enterprise Agreement" rather than "outside the box" and entering into an adversarial contractual relationship.

There would be no invoices and the VAT consequences of this would be interesting. I haven't been involved in this yet, but it's only a matter of time.

Where all of the "stakeholder" participants come within such an an "Open Corporate" LLP umbrella then limitation of liability simply is unnecessary because there is no-one left against whom protection is needed.

This is essentially what happened in relation to a film LLP I was involved in: actors, producer, myself and "Angel" investors all became revenue sharing "Partners".

The film has not made a penny, but there is no question of a "default" requiring limitation of liability  to protect us from creditors, because there aren't any: it's all "Equity".

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 09:03:44 AM EST
[ Parent ]
Limitation of liability would indeed only apply to transactions entered into by Members on behalf of the LLP, which again would imply an organisation.

So, for there to be any point to incorporation at all - since everything else is possible without LLP status, surely? - documents would have to be issued in the name of the LLP? The only thing an LLP gives you that a partnership doesn't is limited liability?
by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 09:19:53 AM EST
[ Parent ]
The completely "open" ability to incorporate to an agreed common purpose is IMHO perhaps the most significant legal breakthrough in the last 100 years, at least.

Limited liability is an add-on, and a morally dubious one if obtained without anything given in exchange.

The LLP allows the same collective/ multilateral ("Joint") action by two or more people with a common purpose as partnership does.

But crucially it does not have the individual/ bilateral ("Several") responsibility of Partnership.

It is, I think, unique in this new synthesis of the collective and the individual. It opens up entirely new "property rights" and "tenure" possibilties.

This "Open Corporate" capability is hugely important IMHO at all levels of enterprise from couples all the way up to governments. There is no area of policy that could not be improved upon through adoption of an "Open Corporate" partnership-based approach, I believe.


"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 09:47:37 AM EST
[ Parent ]
Wonderful.

Now, back to my question: is it the case, in your understanding, that for the libel and other legal  protections - which you cited as important - to hold, that the documents would have to be issued in the name of ET LLP, by its agents?

by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 12:14:06 PM EST
[ Parent ]
If one of the activities of an ET LLP were to be to publish documents either on or off-line then it would be the LLP that would be the "Publisher" and therefore potentially liable for libels by its Members as agents.

In which case the LLP would actually be "doing" something, to wit, publishing.

But it would also be possible for the "Founder"/ Custodian LLP member to be, not Jerome personally, as now, but (say) a "Not for Profit" Company Limited by Guarantee, and for this entity to be the "Publisher" and protected by its own limitation of liability.

In which case the LLP would be the framework defining the legal relationship between the Publisher and the other stakeholders, eg the service provider who operates the platform, and investor "Capital Members", if any.

There is more than one way to skin the cat.

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 01:02:27 PM EST
[ Parent ]
Sure, but there's still a cat: a publisher, which would be the personality of the "think-tank" for legal and practical purposes.

My point, is that that publisher should not be seen to speak for ET, and should not be branded as such.

by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 01:05:44 PM EST
[ Parent ]
Being as though Jérôme "owns" the ET "brand", projects can use the brand if and only if he agrees.

The problem here is that ET represents a community of people and that Jérôme branding anything else "ET" is bound to find people complaining that the new project is speaking for the community when it shouldn't.

We have met the enemy, and he is us — Pogo

by Migeru (migeru at eurotrib dot com) on Tue Nov 13th, 2007 at 01:13:15 PM EST
[ Parent ]

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