Loomio
Tue 4 Oct 2016 3:31PM

Strategy Consideration: build platform co-op asset acquisition team/working group

SF Suresh Fernando Public Seen by 115

I've been thinking about what is unique about this initiative. This is what I see...

There are a number of different Platform Co-Op initiatives that are in the works, technologies in development etc. What makes this initiative unique IMHO is the fact that we are talking about an ASSET ACQUISITION.

For reasons I've already advanced, I think it's unlikely we will actually be able to purchase Twitter.

What we can do, however, is to put together a team that is interested in looking at other existing platforms/technology based infrastructure assets and exploring acquisition strategies.

This strategy is to be contrasted with building platforms from the ground up. Note that, given the complexity of building a community that can execute a large acquisition, this team will have to have a very broad set of skills; finance, co-operative governance, technology, community infrastructure etc... So what might this look like?

First of all...the Platform Co-operative movement is about creating the real sharing economy. It's about ensuring that the benefits of a platform are shared with the owners of the platform (in contrast to Uber, AirBnB etc.). This team will have to embrace these principles in a formal way since we will be dealing with a constituency that operates formally; financiers, philanthropists etc.

Specifically we will have to operate within the confines of a co-operative structure (that will have to be incorporated somewhere). If we are going to engage investors, we need a representative legal structure.

The biggest challenge will be to put together a strategy that will enable the team to raise enough money to buy a sizeable asset. A portion of the funds can be raised via crowdfunding, but much of it will have to be raised via rich philanthropists, impact investors etc.

What this approach will result in is building a bridge to a number of institutions and individuals that have a lot of capacity. This will have spin off benefits for all of us whatever happens...

Like @bonniefoleywong, I also have a finance background, having spent 12 years in the industry. I spent 7 years as a stockbroker at a large Canadian investment bank and built a $30 million managed asset practice. This was followed by 5 years running my own investment banking group.

Given this, I have a pretty good sense of how these transactions work and their complexity. I would be happy to play a role in shaping this aspect of the overall strategy with whomever might be interested... if pursuing this approach is of interest to others.

I look forward to your thoughts!

NS

Poll Created Wed 5 Oct 2016 11:40PM

Shall we create a platform asset-acquisition co-op? Closed Fri 7 Oct 2016 5:01PM

Outcome
by Nathan Schneider Tue 25 Apr 2017 5:53AM

We seem to be in agreement about this proposal! Let's begin moving forward:

  1. Designing a legal/financial structure for this investment cooperative

  2. Continuing to call for #BuyTwitter as a way of attracting attention to the longer-term effort

  3. Organizing and cultivating an inclusive and productive community of engaged participants

Inspired by the possibility of converting Twitter to a user cooperative, this group is agrees on the goal of forming a cooperative entity designed to pool investment and promote user ownership of online platforms, starting with the opportune moment of Twitter, but not limited to that.

Activities might include:

  • Acquisition of social media platforms and conversion to cooperatives
  • Part-purchase of platforms for shareholder activism
  • Dividends to members, possibly based on patronage (i.e., members might be paid to use the platforms) and shares
  • Development of cooperative business models for alternative networks like Diaspora, Demcra, Friendica, GNUSocial
  • Mission-driven strategy based on increasing user control and input for online platforms
  • Democratic governance

Results

Results Option % of points Voters
Agree 100.0% 15 ST JD PG G MC SF CW AS JG ST BD CD WM KL TE
Abstain 0.0% 0  
Disagree 0.0% 0  
Block 0.0% 0  
Undecided 0% 236 JV SJ IS M ML AT RF SP S MS JA JF HC AP JR EF Y JD S JB

15 of 251 people have participated (5%)

SF

Suresh Fernando
Agree
Wed 5 Oct 2016 11:56PM

I'm interested in this. I also think that our having a legal structure will give us a 'container' to help us organize. Most importantly it can provide clarity of focus.

We can, of course, pursue other initiatives as well

CW

Chad Whitacre
Agree
Thu 6 Oct 2016 1:35AM

MC

Matthew Cropp
Agree
Thu 6 Oct 2016 1:51AM

Yaaaas

ST

Sam Toland
Agree
Thu 6 Oct 2016 10:23AM

I think that the overall strategy here is the right one - though I would repeat a statement that I have made elsewhere, having a plan is different from rushing to establish a leadership/legal structure etc. We have a little time to think first.

CD

Catherine Dibble
Agree
Thu 6 Oct 2016 4:18PM

Excellent idea! https://consensys.net/ventures/spokes/ could help with logistics. I will be able to help us pivot Twitter (et al) to vastly more valuable directions that tame trolls and don't depend on advertising revenues or related distortions.

JG

john gieryn
Agree
Thu 6 Oct 2016 5:25PM

I love the direction this is going. I highly recommend folks peeking at the https://handbook.enspiral.com as a role model for a good governance model for a network of communities as this may turn into; I especially recommend their People's Agreements

WM

Wolfgang Maehr
Agree
Thu 6 Oct 2016 5:58PM

I'd like us to focus on infrastructure like Twitter (or Dropbox) rather than service behemoths of Uber/Airbnb, etc.

ST

Stacco Troncoso
Agree
Fri 7 Oct 2016 6:28AM

Go for it.

JD

Josef Davies-Coates
Agree
Fri 7 Oct 2016 2:16PM

think this could work especially well with smaller less established tech start-up that are on the brink of taking VC money but haven't yet done so...

NS

Nathan Schneider Thu 6 Oct 2016 2:58AM

Taking into consideration an off-thread conversation with @arminsteuernagel1, it might be better not to define the organization in terms of users, but perhaps something broader. I don't know. I was just reading Warbasse's Cooperative Democracy (1936), which is highly biased toward consumer cooperation, so that's where my head goes.

NS

Nathan Schneider Thu 6 Oct 2016 3:02PM

@alanna any suggestions for how to get more engagement on this decision?

SF

Suresh Fernando Thu 6 Oct 2016 5:31PM

@coopchange @alanna @joshuavial ... maybe Enspiral can hold an online workshop of some sort on the Enspiral case study/lessons in support of this group getting more effectively organized?

AI

Alanna Irving Sat 8 Oct 2016 4:11AM

Some Enspiral people are currently doing a workshop series across Europe & America. If people think it could be useful check out http://open.enspiral.com

NS

Nathan Schneider Sat 8 Oct 2016 4:30AM

Any interest in coming through Colorado at some point? I'd love to host you somehow:) Let's discuss privately.

AI

Alanna Irving Sat 8 Oct 2016 8:39AM

Cool! It's not me who's in the US but some other Enspiral people. I can put you in touch. I'm on a traveling hiatus myself :)

JD

Josef Davies-Coates Fri 7 Oct 2016 2:19PM

I think could be a really useful strategy, especially if aimed at much smaller and less established tech start-ups... there must be LOADS of tech start-up that are still primarily controlled by founders who would've liked to opt for a co-operative structures if they'd known about them and/ or saw a route to raise the finance they needed.

I know of such an example right now where founders and friends still own 75% (which in the UK at least is how much you really need to own if you want to change rules/ legal structure etc again the will of other shareholders who might not like that option).

If we can build a path to cooperation for ventures at this juncture (e.g. before having taken VC money) I imagine we'd soon have quite a large pipeline of projects...

ARK

Amelia Rose Khan Wed 12 Oct 2016 2:13PM

I would like to add in that The Washington Post was sold a few years ago and at that time people put up a crowdfunding page to try and buy this. They didn't get the money needed but was interesting to see them go through that.

JD

Josef Davies-Coates Wed 12 Oct 2016 2:33PM

there was a similar effort in the UK to buy The Times, see https://www.theguardian.com/media/greenslade/2014/aug/07/crowdfunding-rupert-murdoch (although most of the related videos/ links no longer exist now)

JD

Josef Davies-Coates Wed 12 Oct 2016 2:34PM

I've not read it, but this new report from the Democracy Collaborative on Strategies for Financing the Inclusive Economy is I guess relevant to these discussions:

http://democracycollaborative.org/financinginclusion

JD

Josef Davies-Coates Wed 12 Oct 2016 2:37PM

there is also a related webinar happening next week which might be useful for people in this group to attend https://attendee.gotowebinar.com/register/9176678354779237636?mc_cid=aea9f23e10&mc_eid=ec25b91a32

SF

Suresh Fernando Wed 12 Oct 2016 5:30PM

I'm copying this over from the #coopstructurefinance Slack Channel to open up the conversation further.

I'm going to suggest that the structure that we should all take a very serious look at is the FairShares model. It is modified form of a multi-stakeholder co-operative that has four different classes of shares:
1. Founders: entrepreneurs and those that make the idea happen ... us!
2. Labour/Employees: those actually operating AcquireCo
3. Investors: those that have financed AcquireCo
4. Users: the potentially large number of people using the asset... most likely technology in our case

I think the above breakdown of share classes makes sense...

Each class of share will have different Ownership and Voting rights

The rights can be customized by us and need to be baked into the Constitution (Bylaws and Articles of Incorporation). We can take existing multi-stakeholder coop models and look a them. Also, Fairshares offers a process that supports modification of the constitution.

"Imagine an organisation where the knowledge creation model of Wikipedia is combined with the governance model of the John Lewis Partnership and the values and principles of the Co-operative Group? This is the FairShares Model. It is an approach that contributes to a society in which every adult can become a member-owner of the organisation(s) for which they work, from which they regularly buy goods, and from which they receive social services. In short, it envisages a society in which every adult becomes a co-owner of the organisations on which they, their family and their community depend, through the issue of share capital that contributes to the elimination of poverty."

http://www.fairshares.coop/fairshares-model/

FI

Fritz Iv Wed 12 Oct 2016 5:31PM

There has been an interesting piece from a financial Blogger from Australia who is reasoning about Twitters situation from an investor's point of view. (http://www.evernote.com/l/AVg7BGPUVbpLULDy9gXULtDR0cNV6oveDkw/ with my annotations). It's a hint that any buying process should start with a "due diligence", that is look extremely carefully to what you buy.
There are several obstacles for an investor and even some more for a non-profit organisation. Key is: You need to restructure twitter as an enterprise: "Twitter has become a parody of bad Silicon Valley management ... this needs a wallstreet bastard".
And still TWTR is big. Just to get the majority on the board you woulld need something like up to 15 billion bucks. Let be 10. It turns out, you need 10 million folks who donate 1.000$ or 100 million who donate 100. And you need to raise this much money because no bank in the world would lend some of the needed money because you're not a business.
Now, if somebody could raise $15 billion for making the internet a better place what would you do with this much money? Buy Twitter? Just because you fear a takeover could destroy Twitter?

Maybe, just maybe, our thoughts should go in a somewhat different direction like a "Union of Internet Users", advocating vs TWTR, FB, MSFT or whoever with 100 million people in their back. Imagine ... $1 a year raises $100m, money to develop software, for litigation, for protecting members against despotism of platforms, for negotiating with platforms about features, privacy, algorithms, for moving the world when Erdogan extinguishes the free internet and free speech ...
Just my ten cents: Users buying TWTR is almost certainly not doable and not really the best thing one could do. What the world desperately needs is a "United Nations of Free Internet Users", resembling very much a Union. But pe prepared to bleed because centralized organisations are easy victims of mighty lobby interests (as happened in the USA to the unions). Maybe it's more like an international network of union-like organisations ....

SF

Suresh Fernando Wed 12 Oct 2016 5:58PM

I'm all in favour of building a movement of a 100 million people to democratize the Internet... and plant the seed for an entirely new system...

It'll be a pretty long and arduous process that is really about Movement Building...

SF

Suresh Fernando Wed 12 Oct 2016 6:01PM

@fritziv ... would be good if you joined the Slack Finance and Structure channel(s)

AS

Alvaro Solache Sun 23 Oct 2016 10:29AM

Yesssss

SF

Suresh Fernando Wed 12 Oct 2016 5:55PM

Here is a comparison of the various shares...

AS

Alvaro Solache Sun 23 Oct 2016 10:25AM

Greate you checked the fairshare model at the timefounder research we reached to the same conclusion: the fairsharemodel is an excelent base to build a multistakeholder model!

SF

Suresh Fernando Wed 12 Oct 2016 6:10PM

Here's the FairShares Loomio Group: https://www.loomio.org/g/9asOJB5F/fairshares-association

SF

Suresh Fernando Wed 12 Oct 2016 6:29PM

@ntnsndr @thomase @tommcdonough @samtoland @coopchange ... would be appreciated if you could provide your initial thoughts, comments and questions regarding the FairShares model on its viability for our strategy (Twitter and/or long term).

It's seems to me that Platform Cooperativsm is all about the convergence of Co-Operative principles and The Internet/Digital Economy.

It just so happens that Internet assets have large User bases (like Twitter).

Consequently the transition in the Platform Co-Operative context towards democratic/Co-Op principles requires REPRESENTING THE USER BASE IN THE SHARE STRUCTURE

This is what the FairShares model (as a variant of the multi-stakeholder approach) enables.

It also directly incorporates FOUNDERS... recognizing that this sort of work requires innovation and ingenuity... it requires Social Innovators.

AS

Alvaro Solache Sun 23 Oct 2016 10:32AM

Ouieaa. You're on the track of this vision that also from the point of view of hhrr management is strategic: allow all stakeholders to be really part of the project were they give "value contributions " that are agreed to be converted in fairshares

ARK

Amelia Rose Khan Wed 12 Oct 2016 6:51PM

Could the model be a structure where everyone is at equal level?

SF

Suresh Fernando Wed 12 Oct 2016 6:56PM

@ameliarosekhan The idea is to bring things into a much deeper level of balance while recongizing that there are different stakeholders in an enterprise that have different levels of responsibility.

Employees of an organization have more at stake than a user of its product/service... arguably.

What we don't need is for the CEO to make $100 million dollars while users of the platform have no representation...

This is more about Fairness than it is about 'Equality'....

AI

Alanna Irving Thu 13 Oct 2016 2:33AM

@sureshf how about raising a proposal about going with the FairShares model, to sharpen up this discussion and see if people are on board?

SF

Suresh Fernando Thu 13 Oct 2016 2:50PM

@alanna This might be the way to go, but I think the energy/momentum in the group is to go ahead with the campaign. I'm inclined to see how that unfolds and then to go from there.

I also note that we reached consensus on creating a Platform Acquisition Co-Op, but the interest seems to be muted on this front. Hence, it doesn't seem that the votes from the proposals is binding...

Let me know if you see things differently. @ntnsndr ... thoughts on Alanna's suggestion?

ST

Sam Toland Fri 21 Oct 2016 11:52AM

I'm not sure the interest is muted so to speak. I think there is a consensus that this is the medium term goal - but that in the first instance it is important to concentrate energy on maximising the #buytwitter momentum for consciousness raising and trying to articulate a pragmatic vision about how a group would go about buying out a platform like Twitter.

SF

Suresh Fernando Sat 22 Oct 2016 7:33PM

Sam - thanks for this. Let's see what pragmatic vision for buying Twitter emerges. I have yet to see one.

I continue the hold the following:
1. We most definitely need a pragmatic vision of how to acquire technology assets (Twitter being one).
2. Twitter is too large for us to take on. I might be wrong, but I've yet to be convinced otherwise.
3. We do need to take advantage of the momentum we can build around Twitter.

I'm not clear how to move forward given the above which I believe to be the case. I'm interested to see what emerges!

BD

Brendan Denovan Sat 22 Oct 2016 8:17PM

Suresh, I would add 4) We need to see what unfolds with Twitter itself. The lack of a buyer and a diminishing valuation suggest that it may very well become a realistic target over time.

I also note that this article reports that the Twitter purchase price is $3.5 Billion for some reason and that no single buyer wants to solve the problem of abuse on the platform. http://www.macleans.ca/society/the-trouble-with-twitter-trolls/

I don't know if the article is accurate, but it could an additional reason for them to abandon a centralized ownership model. Giving the largest number of people the responsibility of member ownership could very well improve the community and create more accountability.

This first campaign is pure consciousness raising, but I believe we should be working toward a basic investment co-op that people can join as soon as is practical (for those who want to take a step beyond a petition.

Perhaps we can revive the Slack discussion and categorize all the various stakeholders? At least that might determine if the FairShares approach is viable.

Update: $3.5 Billion was the drop since the deal fell through reportedly due to trolling and hatred.

SF

Suresh Fernando Sat 22 Oct 2016 8:24PM

Brendan - you're right that one scenario is that the Twitter price tag keeps dropping until it becomes affordable. Note, however, that as it becomes affordable for us it also becomes affordable for other institutional and corporate investors. So sure, we can sit around and watch the stock price, but we won't be the only ones doing so and we are competing with groups that are already in conversation with Twitter and that have the capacity to write billion dollar cheques!

I'm not sure where $3.5 billion comes from. The current public valuation is: $12.68 billion. You can find details here: https://www.google.ca/webhp?sourceid=chrome-instant&ion=1&espv=2&ie=UTF-8#q=twitter%20market%20cap

AS

Alvaro Solache Sun 23 Oct 2016 10:35AM

Our value proposition should define benefits to all stackeholders (founders, investors, workers, users) cause this is something that "the okd way" don't consider right now, and this is what we should be able to communicate to all stakeholders

CC

Chris Cook Sun 23 Oct 2016 10:47AM

Twitter 1.0 - the conventional Joint Stock company which owns assets (IP) and employs staff is way too big for us to buy conventionally or unconventionally. So we must think about it in different terms such as sharing asset use.

While FairShares in terms of the value of human contributions is a valuable tool & concept going forward we need a transitional structure and instrument to interface with Twitter 1.0 before we can even consider forst testing & then applying FairShares methodology.

I advocate approaching the Twitter Staff/Management with a view to a staff/management Co-op buy-out using an LLC framework. Twitter 1.0 would be the Capital Partner (investor) member of the LLC; and the Staff/Management would be the other (Capital User) member.

Once the LLC (Chrysalis) has transformed Twitter 1.0 business to sustainable Twitter 2.0 utility we will need multi-stakeholder Co-op (Butterfly).

Existing investors (including developer partners & staff/management) could then exit to new utility investors using a simple funding instrument - ie $1.00 Twitter 2.0 revenue credits issued at a discount & returnable in payment for Twitter 2.0 platform use.

AS

Alvaro Solache Sun 23 Oct 2016 11:41AM

Hi @chriscook1 this resonates well to me. If we share the vision that the fairsharesmodel give us a fair model & the place to reach, we can define a path to reach there. Anyway comunication and evangelization of the beneffits iff this model from all the stakeholders point if view should be a key point for us.

AS

Alvaro Solache Sun 23 Oct 2016 10:27AM

@sureshf read the book of the fairshare model and you ll discover another key point: "value contributions" that connect with another model very usefull: Open Value Accounting

SF

Suresh Fernando Mon 24 Oct 2016 3:04PM

@chriscook1 I believe insiders/institutions own 20% which is about $ 2.4 billion in stock. How do we buy them out or provide them with sufficient consideration to motivate them to engage with us?

CC

Chris Cook Mon 24 Oct 2016 3:18PM

We don't need to pay them a penny/cent.

We use a classic OpCo/PropCo development SPV.

We need to convince them that Twitter 1.0 should participate as Capital Partner/PropCo member of the transitional LLC which turns Twitter 1.0 into Twitter 2.0.

So we first need to work with Dorsey and his team to create a convincing bizdev strategy and then to bring the staff/management team as the Capital User/OpCo LLC member alongside us.

The innovation will be the long term funding of the Twitter 2.0 Platform Co-operative which wipes the floor with either a conventional equity (shares) or debt funded exit.

SF

Suresh Fernando Mon 24 Oct 2016 3:28PM

Yeah... but what's in it for the Founders? Imagine for a second that on your left you have investors offering you billions (you can buy your girlfriend houses, cars and lots of presents!)... and on your right you have us... offering no cash... just a bright idea...

It sucks, but money drives deals...

There is no realistic way to take 'control'/shift the ownership of a multi-billion dollar entity without raising a very large amount of cash.

Even if Twitter has to drop to $3 billion in valuation to get a deal done, this still represents a huge amount of money for insiders... Enough money where they don't have to worry about money for the rest of their lives (or their children's lives). This is what we are asking them to risk...

CC

Chris Cook Mon 24 Oct 2016 4:00PM

That's an interesting issue.

To the extent that founders cash out, we'd need must introduce new 'capital partners' who will come in and buy them out - at a discount, obviously. Hedge funds/activist investors or similar.

But we'd expect founders to leave plenty of skin in the game to add to the surplus share they would be working for within the LLC.