Reading the article "sent" to the detention center by investors)

I have a lot of feelings when I see this article. As the author said, this case has a special significance for the Chinese market, especially the IT market, which is characterized by piracy and piracy, especially for entrepreneurs in the IT market.

Emotionally, we hope to announce the company name of VC. Let's look at it, but the individual name of investors should not be announced. We still need to protect the privacy of Natural Persons. emotionally, it also supports hard-working and dreaming entrepreneurs, because I am also the one who has the ideal and the passion to prepare for entrepreneurship. However, you know, it is not enough to have passion and emotion. We need to be rational. I will analyze the case from the legal and entrepreneurial perspectives.

Maybe Wang Jie is indeed talented in writing software, but he has to say that the basic concepts in law are too lacking, including his wife and author of the article. The basic thinking is still in the Chinese Style of human feelings and interest thinking, where they all talk about their contributions to the company and their great purposes, at the same time, it is assumed that some rights and actions are natural and valid, completely ignoring the law itself, there is no legal philosophy and thinking at all. (Once it enters the rational model, it only analyzes facts and laws objectively, without any offense ). The following describes how to correct the legal concepts of the author, Wang Jie, and his wife and answer their questions to go to legal analysis:

"After reading this, I am wondering that Wang Jie is the legal representative and chairman of the board of directors of the company ......". Correction: Wang Jie is not the legal person of the company, but the legal representative of the company. The legal person is the company itself. (The difference will be used later: the rights and obligations of all valid actions belong to the legal person, that is, the company, rather than the legal representative. In addition, the permissions are different. Invalid actions indicate personal actions ).

Yan Feng, author and other people's questions: "Is there any copyright or management right for the software developed by a company's legal representative, Chairman and General Manager ?" It depends on the owner of the software registration. It cannot be assumed that the developer has the copyright. Moreover, the concept of who owns the copyright and the copyright belongs to is not exactly the same. From the following article, we can see that the software copyright is registered under the name of WL without mentioning Wang Jie, so we can judge that Wang Jie does not enjoy the copyright.

Wang Jie, his wife and Author: "as the legal representative of WL, Wang Jie is also the actual controller and general manager of the company. He has the right to determine all business operations of the company ". In other words, we all think that Wang Jie's behavior represents WL's company behavior. Many people think that the legal representative is the legal representative, and all the actions of the legal representative are post actions (company actions). In fact, the legal representative represents the company's actions, which are actually subject to many restrictions, in terms of laws and conventions. Today, we will not discuss legal restrictions. Today, we will mainly discuss conventions and restrictions. Later, I read that "within two years of holding or suspending the share of WL, no competition will be conducted in the same industry; disposal of WL's intellectual property rights by means of sale, transfer, license, etc. must be handled by more than 2/3 of all directors, including directors appointed by VC." This agreement clearly indicates that, when the intellectual property rights of WL Company are disposed of by means of sale, transfer or license, more than 2/3 of all directors, including directors appointed by VC, must pass the agreement. This is an agreed limitation on the legal representative's representation. In other words, Wang Jie's authorized behavior is invalid, not WL's company behavior, but Wang Jie's personal behavior! (This is very important. That is to say, the subject of the infringement is an individual, not a company. This is also the root cause of making the case a criminal case rather than a civil case of infringement between the company and the company !). Even exceptions that cannot defend against the good faith and effectiveness of a third party do not exist, because the actual controller of jxx company is Wang Jie.

The focus of this case is:

1. Who is the copyright of WL? According to the above analysis, WL does not belong to Wang Jie and his team, nor does it belong to jxx, even if it has been helped during wl3.0 development. Just as I bought a suite with the help of my family and friends, my real estate license only has my name, and there is no contract for other rights holders, the property rights of this House only belong to me.

2. Does Wang Jie have the right to permit? After the above analysis, Wang Jie has no permission to permit the ownership of the copyright or the limitation of the validity of the license, or the license must follow the agreed procedure, in reality, licensed behaviors do not represent company behaviors. In this way, only personal behaviors can be judged.

3. Is Wang Jie permitted? This belongs to the identification category. I also think this is an important breakthrough in this case.

4. Is it for profit? This is a subjective requirement. Of course, it should be determined by objective facts. In this case, it mainly depends on the company to which jxx software's sales revenue belongs, if it is owned by jxx, it is for profit purposes. If it is owned by wl, it can be judged as "no" and can be understood as truly selfless help. In this article, we did not say which company the jxx software revenue belongs. I infer from the entire situation that the sales revenue of jxx Software belongs to jxx.

In this way, the infringing object is WL's copyright WL software; the infringing subject is Wang Jie and jxx; the infringing objective elements are copied in full or part of the source code; and The infringing subjective elements are: the intention of the infringer and the profit of the entity other than the right holder. Then the decision was made. The Court has no problems in the judicial logic.

There are two major breakthroughs: one is judicial appraisal, which is to question its scientific nature, professionalism, and procedural legitimacy. The second is looking for flaws in the entire judicial process. Didn't the Prosecution always think that public security and courts have procedures in handling this case and that the evidence collection can be challenged? Find evidence in these places. The program that can prove it is scientific and professional. This case is still repeated. Don't focus on reason to save the company, to help, or anything, and don't worry about whether the WL1.0-3.0 has the same rights.

From the perspective of entrepreneurship: I saw the story at the beginning: VC said to the west, the company to the west, just to the west VC said to the south, the company to the south, also said to the East, to the east ......, I feel that the fate behind this company is doomed. At the same time, I think the Investment Agreement signed by VC and Wang Jie must be very harsh, not to mention setting up the AB share structure. At the same time, after VC releases the cards, it is really difficult to be an entrepreneur. From the legal and scientific aspects, it is indeed necessary to apply for the company to go bankrupt. However, most entrepreneurs do not want their company to die like this, at the same time, it also seems irresponsible to the investors and the brothers who work together. But to save the company, it will take a lot of risks.

Inspiration:

1. Do not sign investment agreements that are too harsh;

2. Set the AB share structure. Even if the proportion of the shares of investors is greater than 51%, the voting right is less than 51%. In large cases, the voting right is weighted;

3. The company's founder, especially the legal representative, still needs to be familiar with the Company Law and contract law, which does not take much time;

4. Do companies still have their own development plans and cannot be controlled by investors? Is there a good end for companies controlled by investors in history? Of course, it is not to say that you should work with investors. Start-ups need to win-win with investors.

5. Selecting investors is like looking for objects. Be careful;

6. You cannot do anything illegal at any time.

Finally, I will save my company.

Reading the article "sent" to the detention center by investors)