The most charitable explanation for the no-fly-listing in the first place is that the DHS confused "Jamaah Islah Malaysia", a professional/meetup group, with "Jamaah Islamiyah Malaysia", a supposed terrorist organization, and is now furiously trying to conceal their incompetence in this case and how often they screw the pooch in general.

Rather like conflating the Tamil Tigers and the Lions Club.

Most criticisms of banking as a whole are largely about the moral hazard issues. Seeking out and creating lopsided risk that can be partially offloaded onto the public while the rewards to those risks can be captured by the bank.

There is a fantastic web series called the "Gervais Principle: The Office According to The Office.(1)" The central thesis is that organizations have three types of employees: Sociopaths at the top. Clueless in the middle. Losers on the bottom. The defining characteristic of the Sociopaths elite is 'the basic heads-I-win-tails-you-lose pattern behind all Sociopath machinations.'

Strangely, this fun piece changed how I look at moral hazard. Before, I thought of it mostly as an inevitable consequence of badly designed systems. Similar to employee reward schemes that employees learn to manipulate in a way that is detrimental to the business or cobra bounties intended to reduce the number of snakes in a city leading to backyard cobra farms. I thought it was less of a problem in emergent, evolved human systems. After reading this piece, I think of it differently. It's a human psychology thing. Human systems have assumptions about fair play built into them. Psychologically perverse human (sociopaths) can take advantage of these assumptions.

I knew a guy from Uni. He was doing a Research Masters, badly. He failed. Resubmitted. Appealed. Rewrote. Appealed, and eventually got a pass. He wasn't really smart enough and he never understood the subject. But, universities (especially graduate programs) don't really fail students. Students drop out, especially the ones who struggle. Persistence can substitute for smarts and he walked away with Masters from a top uni. I later learned that he got into the Uni in the fist place with some hack. He applied to a second tier uni, and used some clever clauses to transfer to the better one without having to go through the front door admissions process.

We then proceeded to hound every big name in the field for references. None of them wanted to read this pile of crap but again persistence can substitute for quality and he eventually got some nice references and quotes. He used these along with a professionally written resume and application letters ($450) to land a sought after graduate job. Big government body that takes at least 12 months to fire someone. Excellent entry into the world of public policy research. Before that happened, he had found a recruiter who specializes in these guys. He moves jobs every 6-12 months which means a recurring bounty for the recruiter and a raise for the sociopath. On getting a job they immediately started planning for the next one, like a heist. He was so confident. It took a remarkably long time for bosses & coworkers to figure out exactly how completely useless he was. These people are rare. The systems assume they don't exist and sociopaths take advantage of that weakness.

Around the same time I was hearing the story of a largish company (~$0.5b) bought by a hedge fund and placed in the hands of an 'A-Player' team of senior executives. I knew a manager and long term (20yrs) employee there who narrated the story for me over a couple of years. Outsiders to the company and industry, making salaries an order of magnitude higher than the previous executive team. They proceeded to ruin the company. But, they managed to conceal a lot of that. Milking or liquidating assets. SUing something like a leveraged buyout to raise massive funds to acquire companies. The owners eventually figured it out. The abysmal CEO and his team of executives were paid to leave and every one landed a CEO/COO job at an even bigger company. If they had happened on a win, I'm sure they would have done even better.

After reading 'The Gervais Principle' I saw a bunch of examples of these 'sociopathic machinations' that are much more available to the average person. Just about any mid level manager at any company can take big risks. Draw up massive plans for expensive expansions. Pitch advertising campaigns. Offer to take on impossible product development. Propose to open a new office in another country. Promise huge benefits and demand huge resources. Say you are 100% sure it will work. You might get what you ask for. If you get it, it starts. If you don't, whats the worst that can happen? Maybe your proposals get shot down by a sane senior. That might hurt your status marginally. No big deal. You're more likely to walk away with a small win for initiative. If you get the resources and proceed to balls up your project, you can always quit. If you are in a position to find a similar job, thats not a big loss. If you hit the eject button at the appropriate time and still walk away with a win. You can time it so you are negotiating to be poached while running this doomed program. If it all works out, you are the author of a coup.

A normal company is not resilient to this type of attack because its pretty rare and it's not usually identified if it does happen. Companies are based on an assumption that people aren't like that. The normal deal is that the company takes on the relatively small risk of employees being unproductive. In exchange they take all the upside. A sociopath flips it, taking on massive risk the company is on the hook for and capture some of the rewards. They're own risk is capped at a pretty low level so the more reward the better, regardless of risk. In an extreme case they might lose their job and take a reputation hit, but most likely they'll just leave and get a higher salary elsewhere. It's like taking money out of a company account to the casino. If you double it, you keep the profit. The moral hazard is always there. Most people just aren't corrupted by it.

Moral hazard is the right word for this. Morality is what prevents it in normal circumstances. Sociopath is a bad word for it, because it implies some sort of born pathology. That probably exists, but more often it is a learned behavior. Human morality is absorbed from the environment. If you get a bunch of these sociopaths together, they will rub off on other people. That's how sociopaths breed. It's like a cancerous meme.

I don't have suggestions for dealing with it.

(1) http://www.ribbonfarm.com/the-gervais-principle/

While there is a pithy debate going on about Kima and how it fares in an economic comparison to YC, I will throw in my more technical assessment of what founders should consider in deciding whether the sort of up-front equity funding offered by Kima is right for them in the first place.

Seed funding can be a tricky proposition for startups.

The broad choices in dealing with the early expenses are: (1) self-fund by making founder loans/advances to the company, whether for demand or convertible notes; (2) get friends and family money, usually in the form of a convertible note; (3) go to institutional investors and either argue for an acceptable valuation as part of a seed equity funding or bypass that issue and hope to get bridge money via convertible notes. Of course, in the right cases, founders can also sell products and far-more-typically services to generate enough funds in the early going to fund development efforts tied to a longer-term strategy.

In working with founders over many years, it has been my rule of thumb that they should not do too early of an equity round unless there was some very special reason for doing so. Equity rounds come with strings and complications. They require that you set a value on the venture. That in turn means you need to negotiate the issue of price precisely when you are at your weakest as a founder trying to build value. It also means you create tax risks and complications: if the equity round is too near the time of formation, the $.0001/sh pricing used by founders for their shares may look funny next to the much higher amount per share paid by investors, raising risks that the founders can be deemed to have received their shares at the higher valuation as potentially taxable service income; once you do an equity round, you will need to do 409A valuations in connection with doing option grants and that necessitates getting outside independent appraisals; equity rounds come with strings, including investor preferences, investor protective provisions limiting what you can do as a founder without investor approval, co-sale and first refusal rights favoring investors and concomitantly limiting founders, board seats and/or observer rights for investors, and the like. Much of the "distraction" that founders face in raising money exists precisely because a typical equity round can be a complex process and, apart from needing to sell the economic proposition behind their venture, founders must also make sure that any funds they do take in are taken on reasonable terms. Sorting through the issues of company valuation, preferences, and similar issues takes time and can be a grueling process. What is more, when you have emerged from the process, you will find yourself having to price your equity incentives to key people you are trying to attract at a much higher price than you otherwise would have if you had not done the equity round.

So, in the early stage, it is usually best to defer all this and focus on building value with funds made available through some sort of bridge instrument such as a convertible note if possible. In such cases, with institutional investors, you may still find yourself arguing about valuation in negotiating caps but the process is nowhere near as involved as it is with a typical equity round and founders with leverage can usually dispense with caps as well. Apart from the cap issue, most of the other complications simply go away. You retain substantially complete founder independence with almost no strings on what you can do going forward (subject to normal legal rules involving fiduciary duty, of course). You retain virtually complete control of the timing and terms of your future funding choices without needing investor approval to make the choices as you like. And you basically eliminate the tax risks altogether. Finally, because you have not had to price your stock, you retain flexibility to continue offering very cheap equity incentives to others, including those who may become potential co-founders, without creating tax problems for them or for your company.

There are cases where founders prefer to do an equity round in spite of the complications. Maybe they can get the equity on good terms with a favorable valuation and even without the complications of doing it as preferred stock (e.g., in some friends and family situations). Maybe they prefer not to have debt on their balance sheet, with the legal obligation to pay it back in case they can't do a qualified funding round. Maybe they just need cash fast and the people they are dealing with it are ready to do it on oppressive terms that are easier swallowed than would be shuttering the venture. Or, on the positive side, maybe it means taking funds on less than ideal terms but from an investor who will add large value to the venture apart from the cash element. Who knows? It is a big world and people have all sorts of reasons for choosing one way or the other. The point is that they need to think through the pros and cons carefully and make a wise choice for their circumstances.

The Kima offering offers fast cash to qualified ventures. This has an obvious advantage of being simple and fast for those who qualify. Whether it is the best choice for a given venture turns on how the founders in that venture see the trade-offs. If you take the Kima offer, you will wind up doing an equity round. It will be for preferred stock. It is for cash only, with no value-add. Thus, you will have the tax complications that attend an equity funding, including needing to price your stock and option grants based on the $1 million company valuation and the need to do 409A valuations. Moreover, the strings that appear in Kima's term sheet are not trivial: the valuation is based on no larger than a 5% equity pool; you give up a board seat; you give Kima a broad veto power on many of your future actions relating to fundraising and other important company matters; you agree to restrictions on how the value is shared in case you are acquired. If the answer to this is that it is worth it for many startups to make such tradeoffs in exchange for fast cash, I would add that these funds are not being offered to just any startup. Kima reserves the right to cull through the submissions and pick from the best only. While that is fine, of course, it does mean that the value of the offering must be weighed against other choices open to the same level of quality startup that it hopes to fund and not against the more limited choices open to just any startup. The biggest question I would have for those startups is this: fast and easy cash, yes, but are the complications worth it for $150K if other reasonable options are open to you? While they may be for some, for a good number the answer would very likely be no.

How does Kima compare with YC? PG has assessed the broad economic proposition to which I would add the following: YC does take an immediate equity grant but does so with common stock and on terms that don't affect founder stock pricing. Thus, near-complete founder freedom is preserved and there are no special strings that come with the investment. This stands in pretty sharp distinction to the Kima terms, which involve preferred stock and a number of strings. But by the far the biggest differential that I see comes with the value-add piece: with YC, founders pay a price in terms of equity they give up but they get huge benefits from becoming part of a network that keys them in to relationships and solutions that can prove invaluable to an early-stage startup. In effect, founders pay (somewhat) dearly in early equity to partner with a powerful ally that may dramatically speed up and enhance their path to success. This sort of trade-off is not worth it for all companies but, for those that dream to do significant scaling and that need to have doors opened to future VC investors, the YC stamp of approval and the YC resources offer value that is not easily found elsewhere. Of course, no angel investor, Kima included, can match this in any comparison, though such investors can add value in various lesser ways from their relationships and the like.

Different founders have different needs. What Kima is doing is new and innovative and the people behind Kima are savvy and sophisticated players in the startup investment world. Therefore, it is very nice to see this sort of slant on seed financing. But, again, there are always trade-offs and founders should weigh these carefully in deciding whether the Kima way is the way they want to choose.

The judge is William Alsup, who also handled the Google-Oracle case. This should be fun.

EDIT: Judge Alsup wasn’t willing to take any action today on unproven allegations or unverified documents. But he made clear that, “I am disturbed by this…. We’ll hear from her [Ms. Mustafa Kamal] when she gets here. If it turns out that the DHS has sabotaged a witness, that will go against the government’s case. I want a witness from Homeland Security who can testify to what has happened. You find a witness and get them here.”

http://papersplease.org/wp/2013/12/04/no-fly-trial-day-2-dr-...