We had a slight disagreement with our attorney while drafting our articles of incorporation and related documents. He’d used some very aggressive language around the ownership of intellectual property and whatnot. It was pretty standard lingo but it just rubbed us both the wrong way and we asked him to tone it down significantly. This prompted a long discussion about our open source business model. We talked about the ownership of open source contributions, both to our repositories and to those owned by Vox Pupuli or other community members. We talked about contributor license agreements (CLAs) and the fact that our business model involves more upstream contributions than internal development. We explained that any future employees would almost certainly be established open source contributors and that we didn’t believe it was ethical to try to claim ownership of their personal OSS work whether it was done on “work time” or not.
At one point he asked, “if you don’t want to own anything, then how will you build value in your company?”
Ah, now that’s the problem, isn’t it? See, we don’t really ascribe to the capitalistic idea that valuation is the only thing that matters. We’re more interested in making the world a better place, in building value across the ecosystem, and in making a decent living along the way. We’re not aiming to be a billion dollar acquisition target. That’s why our company is registered as a public benefit corporation so that our fiduciary duty is not exclusively measured in dollars and shareholder return.
That said, those are big words for current me. In a potential wildly successful timeline, what’s future me going to do when staring down an investment offer with a lot of zeros attached? We need to protect our ideals against not only unethical venture capital & private equity vultures, but also against our own temptations.
Recently Jay Graber claimed that Bluesky was billionaire proof and I genuinely hope it’s true and wish them well. But all across the Internet, experts had lots to say about it. In particular, Cory Doctorow talked about Ulysses pacts which is recognizing that humans are fallible and protecting yourself against temptation. Things like removing booze from your house to help you get through a dry January or setting screen time limits so you go to bed instead of doomscrolling all night.
Open source licenses and eschewing greedy CLAs are Ulysses pacts. They mean that when we are tempted, we literally cannot claw our projects back from the community commons. Even more so, by staying OSS only and avoiding or limiting open core products, we reduce our valuation potential to make that billion dollar investment or buyout offer less likely in the first place.
It comes with challenges, of course. It means that we have to work harder to build a sustainable business model instead of taking the easy way out. It means that hiring might be harder because nobody’s going to become a tech bro billionaire on our stock options.
But I think it’s doable. And I don’t quite have the hubris to say that we’re “billionaire proof” but I think we’re building the right protections to ensure that our community is and always will be open. And I do hope you’ll come along with us.
For what it’s worth, the attorney did end up rewriting things to focus on open source. Small wins, but they’re important and they add up.