Does anybody happen to have a pointer to further research this "Steward Owned company" legal structure? Since they're based in Germany, I assume this is a translation of a German legal term of sorts, but I couldn't find the original or anything that would let me learn more about it.
I looked up the bylaws just now (mostly because I'm procrastinating). It looks like they have a gGmbH that owns 99% of the shares (by number of shares), but founders retain 99% of the voting rights. Founders' shares are barred from receiving dividends, and the gGmbH has veto rights in relation to any certain changes that would fundmentally alter this ownership structure.
Something I don't really understand, maybe you have thoughts: is there a benefit to gGmbH over the company being a wholly-owned subsidiary of a Stiftung?
They have a brief paragraph here [1] that indicates they considered these and decided against it: "The team considered several alternative ownership solutions to address these questions, including converting the business to a German non-profit and establishing a foundation. Both of these solutions had constraints, though, and neither offered the mixture of entrepreneurial flexibility and structure security they sought."
Stiftung (Foundation) generally work well if you have a bunch of money and you basically have a fixed "algorithm" that you want to execute around the money like: "Invest it all into an index fund, and in any year in which the fund returns a profit, pay out the profits to the family members of person X in the same ratios that would apply if those people came into X's inheritance". You then appoint a bunch of lawyers to serve as the board of the foundation. Because the "algorithm" is so precisely defined, the set of circumstances where the lawyers do their job wrong will be well-defined, and will constitute a breach in their fiduciary duty. There's basically no room for making entrepreneurial decisions along the way. It's a bit like taking a pile of money, putting it on a ship, putting the ship on autopilot, and giving up any and all direct control of the ship. Depending on what precisely that "algorithm" actually is, this might get you tax advantages. Or it might create non-financial positive outcomes you might be trying to achieve like making sure that your progeny will continue to enjoy the wealth you created for many generations to come while limiting the probability that any one generation can screw it all up for the later generations.
Social entrepreneurship is different from that: A social entrepreneur wants the goodwill and favourable tax treatment that comes from giving up their claim to ownership of the money generated by the business (this is what the gGmbH status does; it's a bit like 501(c)3 in the U.S.) -- But they want to retain control over the business. They want to make entrepreneurial decisions as they go, changing strategies along the way in whatever way they please, without restricting themselves too much to the execution of any predefined programme.
For context, I live in Germany and am familiar with the landscape here. Also, I would not equate a 501(c)3 to a gGmbH; gGmbH is more like a B Corp (at least in some of the states that allow it; corporate law differs from state to state in the US). A gemeinnützige Stiftung (Foundation for public purpose) is much closer to a 501c3 than a gGmbH, and a Familienstiftung (Family foundation) is closer to a family trust. (At least for tax purposes, which is the territory I'm most familiar with in this comparison).
But that's not what I'm asking about. Unlike in the US, Stiftungs in Germany (both family and public-purpose) can own an unrestricted percentage of shares -- including all of them -- in normal companies (Kapitalgesellschaften). And I'm specifically interested *not* in restructuring a GmbH as a Stiftung, which is what Ecosia decided against, but rather, I'm wondering if there are any resources available discussing pros and cons of forming a Stiftung as a holding entity, fully owning a GmbH subsidiary (such a construct is not legally possible in the US).
From my perspective, this holding structure would provide much better legal insulation (in both directions) from the founders, preserve the operational flexibility of the (operational) GmbH, while allowing distributions from the GmbH (which would, by definition of being a 100% stakeholder, flow exclusively into the Stiftung) to be distributed by the (purely administrative) Stiftung, according to the founding documents. But I've never seen such an arrangement discussed in depth, which is why I'm asking about it.
Okay, well it sounds like you're deeper in the rabbit hole than I am, then. (I also live in Germany and have a passing interest for the law, though I'm no lawyer).
Regarding your last paragraph, where you say that a foundation provides better insulation from founder control, it sounds to me like you answered your own question: Retention of control vs. insulation from control is precisely the distinction here.
Foundations are typically for people who don't have the option of retaining control, even if they wanted to, because they are typically close to death and in the process of structuring an inheritance. Handing over control to person X is something they see as a threat, because they assume that X will screw it up, so they'd rather make it so that no one can have control.
With social entrepreneurship like Ecosia, founders are typically still young and somewhat idealistic. They want to retain the control, because them being in control is not something they see as a threat. Rather that's what they see as the best possible mechanism for their company/cause retaining its idealistic values. (Also, they are looking for something meaningful to do with their lives).
A cynic might notice that you're kind of looking at regular narcissism vs. communal narcissism here.
If you wanted to structure your social entrepreneurship type business as a foundation which owns 100% of the shares in "your" for-profit corporation, that doesn't work as a "have your cake and eat it too" solution, because either that means that the trustees of the foundation are actually your boss and you're just a replaceable employee with replaceable employee wages or, if you try to pull any shenanigans to make it so that this is not the case, the trust loses its tax-free / "community interest" status. Trying to game this system is something that rich people are routinely trying to do. I'm not saying that some don't get away with it, but the authorities generally have a lot of tools at their disposal to fight this sort of thing.
Control is maybe the wrong word here. GmbHs are required to have one or more natural persons as a Geschäftsführer, which would presumably just stay the founders, so they would retain control of the GmbH. The holding Stiftung would then impose the rules under which the GmbH would issue dividends, and (presumably) also retain the ability to fire the Geschäftsführer:innen, if the Satzung der Stiftung decided to. And of course the founders could also put themselves on the board of the Stiftung for added control. Interesting side note, this would probably result in the founders being Sozialversicherungspflichtig, but that's a whole different can of worms. But the founding documents of the Stiftung could perfectly well spell out exactly the situations under which the founders could be removed as Geschäftsführer der GmbH.
What I mean by legal insulation is more that, in this holding construct, the GmbH ceases to have any financial relationship to the founders. Stiftungs are sort of... headless financial pools governed strictly by their founding documents, completely divorced from the people that created them, and the GmbH would simply be an asset in that financial pool. That means that, for example, were someone to sue the founders, even for something completely unrelated, there is no possible way that shares in the GmbH could possibly end up someone else's hands. Typically when we talk about the liability limitations in corporations, we're talking about them in terms of shielding the founders from the actions of the company, but the inverse is in my opinion just as important (if you're truly interested in forming a self-governing social organization pursuing a social good). I'm not sure if there's any examples of shares in a gGmbH being assessed as assets in a civil case; that would be another interesting question to inform the decision.
That being said, one of the reasons that I'm so interested in the idea of a Stiftung holding, is that I think it also opens up options for actual democracy within the leadership of a company, which is a fascinating idea. That isn't a requirement in a Stiftung holding relationship, but I do think it's an interesting possibility.
At any rate, I think probably the primary downside of this idea is that, like I said, I've not seen any examples of it discussed publicly. Which means you'd need to be doing a lot of the legal legwork on your own -- which means lots of time spent talking to lawyers, which would be really expensive. But I think there's some really interesting possibility for innovation in terms of corporate governance here, in a way that, like I said, wouldn't be legally possible in the US, and it definitely seems like the structure that gives the social purpose the maximum possible protection.
I 100% agree with you that a Stiftung like that (possibly with a for-profit company as a subsidiary) would be the right structure if you wanted to maximize credibility around your community-interest status.
This stuff actually gets a lot of attention from lawmakers: For example, in the U.K. you have the “CIC” (community interest company). Some 13 years ago, David Cameron tried pretty hard to motivate enthusiasm for the idea of a “third sector”, something that's not government and not for-profit. In the U.S. you also have the “L3C” (low-profit limited liability company). In Germany, you have the idea of “Verantwortungseigentum” which was on the agenda for the previous government, though they then didn't get around to it, and you had Sahra Wagenknecht making it into a big talking point for her campaign.
But I don't think a lack of legal infrastructure is really the limiting factor here: As you noticed, we do have foundations (Stiftung) of various types, as well as coops (Genossenschaft). In addition, regular partnerships (like KG, OG) have recently been opened up so that their bylaws can now prescribe a purpose that isn't for-profit. A club (Verein) which in and of itself isn't for-profit, can have a sort of dual identity because it can become the proprietor of a sole proprietorship with a for-profit purpose (at least I seem to recall reading that such a thing is possible). Oh, and, of course, a corporation can, in theory, own 100% of its own shares. I recall reading about that, just please don't ask me where. You can basically wipe out ownership that way, without being subject to the stringent rules around foundations.
So, legal structures are as powerful and flexible as they are underutilised: I think it's the psychological side that explains why.
Usually, even if you have very good intentions, your best bet initially is to start your entity as a for-profit. Being able to operate cheaply and without cumbersome decision-making structures beats lofty aspirations for any business that just gets started. Not turning a profit in a given year (and not paying taxes because you don't turn a profit), is an option you always have. (There's no special paperwork needed for that). In fact: Not having any profit to worry about when it comes to your structure is the likely outcome. Having a profit and trying to decide how to make it so that your profits won't corrupt you in your idealism is a problem you would quite like to have! (Again: From the perspective of a founder who is just getting started).
Then, the day comes where you turn a profit quite regularly. And, at that point, once the flywheel has got going, truly giving up control will be psychologically difficult.
Very much agree in terms of the best strategy being simply to start a plain-jane Kapitalgesellschaft, probably either UG or GmbH, and go from there.
It is indeed possible to have a so-called "kein-Mann GmbH" where the company has bought back all of its shares, though my understanding is that it's a bit of a legal grey area, and certainly not settled law.
I agree that the legal infrastructure is almost certainly there, at least in the sense that there are absolutely plenty of lawyers and lawmakers that specialize in this area. My point is simply that, because it's so much less common, basically every situation ends up being unique, which means that the work that the lawyers are doing is almost always a one-off, which makes it really expensive. And so it's just not worth the effort.
https://purpose-economy.org/en/companies/ gives an impression if you click through to the company descriptions, they tend to explain what is meant. Otherwise the term seems to be understood in English, there is a wikipedia article that seems correct to me. Or was that one missing the information you seek?
> 1) Brain drain the world. Work visas for [...] literally anyone who produces value.
So, to put it in terms of the Hitchhiker's Guide to the Galaxy, they want to drain the rest of the world of everybody but hairdressers and marketing experts?
:-) Just to be clear: Referring to Douglas Adams here, who obviously meant that as satire. [1]
Of course the serious core here is this: It's assumed here that it would be a trivial matter to be able to see who is adding value and who isn't. I would question that assumption.
Yes, Donald Trump can, because these are all American companies. If he pushes the rest of the world hard enough, the amount of will and the amount of resource that will be mobilized to get out from under the thumb of U.S. tech domination will be something none of us has ever seen in their lifetimes.
Why is he writing that there are only 2 browser engines, soon to be down to 1? I thought there were three (Webkit, Blink, Gecko). I assume the "soon to be" part is referring to the expected demise of Gecko?
I came here to say precisely the same thing. It's all down to personality. For example, in a relationship between a person high in orderliness and a person low in orderliness, the resultant complaint usually is "I do all the cleaning up around here!" But the complaint could easily run in the other direction: "If your need for orderliness wasn't so high, we wouldn't have to do so much cleaning up around here!"
The same thing is often the case in a relationship where people set the bar around "maintenance of social ties" very differently. The typical couple (in my totally subjective field of experience) is one where the husband is like: "Hey honey, how about we just order pizza for all of our guests for the Thanksgiving party we're hosting this year?" and the wife is like: "Over my dead body!"
Interestingly, those roles are reversed in my own marriage: We recently got married at the courthouse with a vague plan to throw a wedding party at some unspecified future date. It's increasingly looking like my wife just can't be bothered. Meanwhile, I love to cook, and when my wife suggests using stock cubes when we cook for guests, I throw her out of the kitchen and finish the job myself.
Legal changes are making it increasingly very difficult to sell perpetual licenses. For example, in Germany, a new law recently took effect that clarifies that if you sell a software license for a given period of time, you're liable to provide whatever updates/support the customer may need over the course of the software's licensing period to enable the customer to keep running it, at no additional cost, regardless of what it costs you. I'm not a lawyer and may be getting this wrong, but if you're contemplating getting into the business of selling perpetual licenses in software, definitely check with a lawyer. It's not like it was in the 90s.
In the 90s, a large driver of recurring revenue for software was that when the OS and hardware landscape changed, you made a new version of the software adapted to that change, and then, if customers wanted to upgrade their OS or hardware (frequently for reasons unrelated to your product), that made them come back to you to pay for the new version of your product. Under the new legal regime, you would be forced to give them the update for free, so if you sell an actual perpetual software license, you have a fixed amount of revenue on one hand, and a potentially unlimited liability to incur additional costs on the other.
That is a good point that US-based developers may not be aware of. The EU CRA (Cyber Resilience Act) mandates "an obligation to provide duty of care for the entire lifecycle of such products", mostly by requiring updates for security vulnerabilities. Any software that connects to the network (or Internet) has to be assumed to have a vector for vulnerability at some point in the future. This means that it has to be updatable, and cannot be a perpetual license.
But it can be possible to have a license that allows you to run it at your own risk forever right? I mean, open source licenses do that, so you can make those and sell those as well. The 'support' being whatever updates happen to appear. Or the support is separately sold (again, like open source), so you pay once and for all year and you get updates forever, however, no support after 1 year; you can buy more. I have used support for downloadable paid products (turbo pascal, delphi, visual studio etc) in the past exactly 0 times, so not sure if support isn't just a check box for larger companies and they can buy it then yearly.
Yeah, (and I realize this is all based on a half-remebered law) but the OP said the law only obligated the company to support the SW fully "during the licensing period". In my experience, most perpetual licenses come with some initial "support agreement" (2yr, 4yr, etc.). After that, the user can still use the SW, and the company wouldn't be obligated to provide support. So, this law sounds like it's really preventing some a-hole from selling perpetual licenses without any agreed upon garunteed support period (basically taking the money, calling the consumer a 'sucker' and running for the hills)
From the a-hole part, I can infer you think forcing subscriptions for everything is somehow protecting the consumer? I want to give you software I am going to support for the coming 5 year or what not for a one off price and after that you can still run it forever but no more support. Is that not a far better deal? But maybe I miss understand you.
By the way; the perpetual 'for life' stuff gets sold on SaaS sales sites like appsumo all the time. It’s just a grift and should be forbidden: hopefully some law will be made for that as well.
> you're liable to provide whatever updates/support the customer may need over the course of the software's licensing period to enable the customer to keep running it
Does this include new layers for games, so that customers don't get bored? More seriously, this law is probably targeting big US companies. But smaller companies are suffering the most.
> People used to do these jobs and also own a house, have large families and happy lives.
Well, careers were for one half of the population, as determined by birth, and caring for large families and their houses and elderly was for the other half. We set it up so that the latter was the shitty end of the deal, so eventually that other half got tired of it. Then we started down the path of industrializing care, and that made doing this kind of work even shittier. So, that's where we are today.
Right. I still see comments here by people praising multigenerational housing in traditional societies. In practice that usually amounts to the wife doing unpaid labor to care for the husband's parents as they age (and constantly criticize her for doing everything wrong).
> ...(and constantly criticize her for doing everything wrong)
That parenthetical is, in my mind, an often-overlooked, but absolutely crucial aspect.
You normally see this framed in a moralising way as a critique against the selfishness endemic within the culture of the working-age generation. But there may be a flip side to that coin, namely a powertrippin' culture on the side of the now-elderly.
I actually did work in the care sector for a very short period of time.
But the problem I'm having with my aging western boomer dad, is that he never learned how to relate to family in a way where he doesn't get to dominate it all. And if I have a choice of taking care of him and never crawling out from under the thumb of his domination, or shipping him off to a home, then the home it is.
I don't want to unduly overgeneralise here, but I'm wondering if there may be something systematic or quantitatively significant going on here: There was a particular generation where young men suddenly had the opportunity for a power grab (taking power away from any intergenerational power structure) based on becoming financially self-sufficient at an early age, including owning a home for use by their nuclear, rather than extended, family. In Europe, this generation was the boomers because of the war. In North America, it might have been one generation earlier. Women wanted power too, so feminism.
If that same generation wants the next generation to stick around to take care of them, even when they have alternative options, then a precondition for that would be to renegotiate who is in charge. Doing that is hard, if the only reality you've ever known is a struggle for and steady increase of your power.
Funny how "not getting paid" went from being a requirement [1] to being a scandal.
Maybe, the government could make an agency that will employ them all and pay them a wage. Of course, it would only be fair that, if all the downside is taken up by the agency, then it will also get all the upside. Meaning: If any agency athlete starts raking in millions in sponsorship deals, then those millions will go to the agency, and the athlete will keep getting no more than their salary.
Or is "privatize profits, socialize losses" the place where entitlement culture is actually at, right now?
Expenses could be orders of magnitude more than an individual's fulltime salary. Just think of the equestrian disciplines, for example, where it's pretty obvious that being independently wealthy with millions to spend on your campaign with zero hope of making that money back is just what it takes to participate. You're spending those millions and devoting your life to athletics, in preference to any pursuit that's actually, you know, productive, to compete with other similarly-positioned people for what, within the circles you travel in, passes as the ultimate status symbol.
Even as things currently are, it absolutely infuriates me, that my money is taken from me involuntarily (as an involuntary license payer for public broadcasting in Germany) and given to the IOC to line the pockets of corrupt officials and further aims that I disapprove of, like overtourism and everything that surrounds the building of an olympic village etc. Every single cent's worth of transfer from my pocket to Isabel Werth's is just adding insult to injury.
It's not a race. Perl got there fast by basically not giving a damn about anything.
Perl (talking about Perl 5, don't know anything about Raku, don't want to know anything about Raku) simply treats strings as sequences of numbers without requiring numbers to be in the 8-bit range. This makes it easy to say that those numbers could in principle be Unicode codepoints. The problem is that the actual assumptions about what those numbers represent are implicit in programmers' minds, and not explicit in the language, much less enforced in any way. The assumptions shift as strings are passed between different libraries, and sometimes different programmers working on the same codebases have different ideas. Perl will happily do things like encode an already-encoded string, or decode an already-decoded string, or concatenate an encoded string with an unencoded string, or reverse a utf-8 string by reversing the encoded byte sequence, etc. etc. So it's easier in Perl than in any other language I've ever used to end up with byte salad.
It'll take you, let's say, the first few years of your Perl career, involving painstaking testing of everything you do with nontrivial characters, to truly grok all of that. But the problem is: You're not alone in the world. If you work on a nontrivially-sized project in the real world that heavily utilizes Perl, then byte-salad will be what you will get as input. And byte-salad will be what you will produce as output. It is frustrating as hell.
Unicode was a pretty painful matter in the transition from Python 2 to Python 3, but Python's approach means that the Python ecosystem is now pretty usable with Unicode. This is not the case with Perl at all.
I've had the complete opposite experience. If I need to do more with non-ascii text then treat it as an opaque blob, I still haven't found anything better or easier than perl to do it in.
> From a technical point of view, WeasyPrint is a visual rendering engine for HTML and CSS that can export to PDF. It aims to support web standards for printing. WeasyPrint is free software made available under a BSD license.
Hmm, I wonder if you could use servo for a similar purpose.