Mechanisms for the Transfer of Assets to SoylentNews PBC

Introduction

SoylentNews PBC is up and running! We have incorporated, established the initial board of directors, held board meetings, elected officers, opened a bank account, and developed a plan for generating revenue. One task still remaining to place SoylentNews PBC on sound legal/financial footing is for the corporation to acquire certain important assets that are currently owned by private individuals. These assets include:

• NCommander's property: Linode accounts, database, [please fill in], ...
  
• matt_'s property: "SoylentNews.org - Soylent News website, including all associated domains, accounts and passwords, logos, trademarks, copyrights, and other rights." (This is the exact language in the purchase agreement with Barrabas).
  
  

This page is for discussion of the legal mechanisms that SoylentNews PBC could use to acquire these assets (or rights to these assets). Each option has advantages and drawbacks, but because everyone may not agree on whether certain features are advantages or drawbacks, they are listed simply as "Features" below. The options are listed roughly in order of the number of pages of legalese involved :-)

Transfer Mechanisms

Not doing anything (included for completeness)

• Feature: SoylentNews PBC does not own or have rights in the Assets.
• Feature: SoylentNews PBC does not issue stock.
• Feature: SoylentNews PBC is not placed in debt.
• Feature: The availability of the Assets may change unexpectedly.

Assignment in connection with the issuance of common stock

Wikipedia page for Common Stock

• Feature: SoylentNews PBC becomes the sole owner of the Assets.
• Feature: SoylentNews PBC issues common stock to the current owners of the Assets in exchange for the Assets.
• Feature: SoylentNews PBC is not placed in debt.
• Feature: A vote of the majority of the stockholders (on a per-share basis) is binding on the corporation.
• Feature: The Board of Directors can issue additional shares of common stock.
• Feature: The current owners of the Assets have no guarantee of cash reimbursement for expenses incurred to date.

Assignment in connection with the issuance of an unsecured debt instrument (e.g., a corporate bond)

Wikipedia page for Corporate Bond

• Feature: SoylentNews PBC becomes the sole owner of the Assets as long as it does not default on payment to the bondholders.
• Feature: SoylentNews PBC does not issue stock.
• Feature: SoylentNews PBC is placed in debt to the bondholders.
• Feature: The bondholders have no voting power.
• Feature: The bondholders must be paid their principle, plus interest, on the maturity date, subject to the terms of a subscription agreement.
• Feature: SoylentNews PBC must register with the United States Securities and Exchange Commission and file for an exemption under one or more sections of the United States Code for a private placement (<- checking on this).
• Feature: SoylentNews PBC must comply with securities laws related to accreditation of investors, etc.

Assignment in connection with the issuance of an unsecured convertible debt instrument (e.g., a convertible bond a.k.a. a convertible note)

Wikipedia page for Convertible Bond

• Feature: SoylentNews PBC becomes the sole owner of the Assets.
• Feature: SoylentNews PBC does not issue stock, unless it is unable to pay the principal, plus interest, on the maturity date.
• Feature: SoylentNews PBC is placed in debt to the bondholders.
• Feature: The bondholders have no voting power.
• Feature: The bondholders must be paid their principle, plus interest, on the maturity date, subject to the terms of a subscription agreement.
• Feature: SoylentNews PBC must register with the United States Securities and Exchange Commission and file for an exemption under one or more sections of the United States Code for a private placement.
• Feature: SoylentNews PBC must comply with securities laws related to accreditation of investors, etc.
• Feature: If the bond converts into common stock, SoylentNews PBC is not placed in debt.
• Feature: If the bond converts into common stock, a vote of the majority of the stockholders (on a per-share basis) is binding on the corporation.
• Feature: The Board of Directors can issue additional shares of common stock.
• Feature: The current owners of the Assets have no guarantee of cash reimbursement for expenses incurred to date.

License, subject to the terms of a licensing agreement

Wikipedia page for License

• Feature: SoylentNews PBC does not own the Assets.
• Feature:

General Questions

• Question: