RE: [gnso-vi-feb10] VI definitions from staff

["Austin, Scott" <SAustin@xxxxxxxxx>]

Eric and Mike:

As I suggested on the call, the generic term "ownership interest" as a
substitute for the current "security" should cover a multitude of
options, including for profit, not for profit (or if you must,
nonprofit) and whether such interests are allocated in units represented
by stock certificates, wampum or metabele gumbo beads. In addition,
"security" may not apply in a democratically owned or cooperative"
structure which sounds quite diplomatic and egalitarian, until it needs
a loan or has to file a return somewhere.

Scott 


Scott R. Austin 
Roetzel & Andress
Email:  saustin@xxxxxxxxx

  
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-----Original Message-----
From: owner-gnso-vi-feb10@xxxxxxxxx
[mailto:owner-gnso-vi-feb10@xxxxxxxxx] On Behalf Of Eric
Brunner-Williams
Sent: Monday, June 07, 2010 5:34 PM
To: Mike Zupke
Cc: vertical integration wg
Subject: Re: [gnso-vi-feb10] VI definitions from staff


Mike,

I'd also like to distinguish between for-profit stock corporations, as
the subjects of equity-based ownership and/or control conditions, and
jointly-owned and democratically-controlled enterprises such as
cooperatives and non-profits.

I appreciate that the simplest thing to do is to assume Delaware General
Corporation Law covers everything, and all of the applicants will be
for-profit stock corporations, but I expect that the primary model for
community-based applications will be jointly-owned and
democratically-controlled enterprises such as cooperatives and
non-profits.

How can we go forward on this? Redraft everything so that the ownership
and control conditions proposed by anyone can be sensibly expressed for
both for-profit stock corporations and for jointly-owned and
democratically-controlled enterprises such as cooperatives and
non-profits, or have distinct policy outcomes?

The disadvantage of the latter choice is that there are ethical
for-profit entities, and there are unethical non-profit entities.

Never the less, we can't go on talking about a key issue as if there are
only the needs of for-profit stock corporations that we must consider.

Eric


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