openstack team mailing list archive

[Monty Taylor <mordred@xxxxxxxxxxxx>]

Don't get me wrong... I don't disagree with you. I think lawyers are super important. At the risk of "some of my best friends are..." I took the lsat a few years ago (did quite well ;) ) with a view towards law school and my girlfriend is in law school. TOTALLY respect for lawyers.

I don't want to keep lawyers away from the project any more than I want to keep business people away. What I do want to do is keep random lawyers away from implementation details of our source code repositories.

Here's the rub... The technical leadership of the project has no body from which it can receive legal counsel. The foundation has counsel, but that is different than the TC having actual counsel to whom we can give intent direction and receive advice. We have many interested and involved parties who are top lawyers, and I regularly talk with them. But they're all quite clear that they cannot directly advise us as the collected technical leadership.

So we are in a sticky situation of needing to make decisions that have actual technical ramifications, and that may have legal consequences, but no counsel to whom we can give priorities and direct to help us find solutions.

From the foundation perspective, the risk/reward is clear, and from that perspective discussions with counsel can proceed. But in addition to a board who can have an executive session with counsel to which privilege attaches, the foundation has executive director who can also have privileged discussions. Those are from a particular POV, and it's a totally valid one.

The technical leadership, OTOH, does not have this ability, nor are we interested in doing things in private. We are tasked with technical leadership, which is what we intend to do.

So, with all due respect to the many awesome lawyers who are involved with the project, what I'm getting at is that we need to do the right thing as best we can based on unofficial advice from well meaning people who may or may not have legal backgrounds as well as input and help from Jonathan Bryce and the foundation board where appropriate.

I wish there was a more straightforward way to approach this, but it's not a straightforward situation. However, maybe if we play our cards right and are conscientious in our approach to the problems we can help forge ground for more people who want to run a thing like we are without getting into too much trouble along the way.

Brad Knowles <bknowles@xxxxxxxxxxxxxx> wrote:

>On May 12, 2013, at 9:52 AM, Monty Taylor <mordred@xxxxxxxxxxxx> wrote:
>
>> I would really like to keep the marketing/business folks out of our
>> source code.
>> 
>> Most importantl, I would really like to keep the lawyers out of our
>> source code.
>
>My wife is a lawyer, so maybe I'm particularly sensitive to this issue.  However, I don't believe that the lawyers themselves are the problem.  I think the problem is that maybe you haven't gotten the *RIGHT* lawyers involved..
>
>The RIGHT lawyers can help you spot potential problems while they're still just mole hills in the distance, and can help you avoid having them get turned into mountains.  But they can't just give you a set of rules and have you follow them blindly -- the reason they are the RIGHT lawyers is because of all their experiences and the lessons they've learned, and the places where they've seen clients trip up in the past, and therefore they know what to look for.  They can't necessarily tell you what to look for, they'll just know it when they see it.  Sure, they have rules that will cover the easy 80%, but it's the hard 20% that you have to really worry about.
>
>The RIGHT lawyers will know when they look at a contract what kinds of things don't need to be written down, because they're covered by laws on the books, or by existing case law.  And when they look at contracts in a foreign country, they'll have some idea of what kinds of questions to ask -- and the different kind of legal systems around the world, how they differ, etc.....
>
>This is the kind of thing that got BazaarVoice in trouble -- they went out of their way to structure the buyout of their major competitor in such a way that it didn't need to be approved in advance by the regulators.  But then they got hit with a lawsuit by the federal government, and they ended up having to divest themselves of most of the assets they had bought.  Had they structured the deal differently, they could have at least known in advance whether or not the regulators would have approved it, and if approved would never had to divest themselves of their acquisition.
>
>
>The RIGHT lawyers can help you see and avoid these problems before you ever get there, but even they can't necessarily help you if you take the attitude that all lawyers are bad and therefore you have to keep them out of your business until there is simply no other choice.
>
>Ask yourself this -- do you want the first time you turn to a lawyer to be when you're in the dock for a crime you committed even if you didn't know it was a crime, or do you want to have advice in advance that can help you avoid committing the crime in the first place?
>
>
>You're in the business of doing certain technical things.  You can't keep the business people completely out of the technical stuff, and you can't keep the technical people completely out of the business stuff.  These things are not totally unrelated or orthogonal.  Likewise with the lawyers.
>
>You need all three of those groups equally involved in helping to make your business platform stable so that you can have long-term success.  There is no path to success if you don't have everyone on your team helping to propel the business along the desired path, and there definitely is no path to success if you are actively avoiding getting certain people (or types of people) involved until you absolutely have no other possible choice.
>
>Everyone should be fully and completely engaged in moving forward the success of your group, at all stages.
>
>--
>Brad Knowles <bknowles@xxxxxxxxxxxxxx>
>Senior Consultant
>
>