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One of the great things about getting older is you see things over and over again and you start to understand. That's called wisdom I guess. One thing I have seen over and over is that the best of intentions often lead to unintended consequences that are exactly the opposite of what the good intentioned people wanted to happen. I like to call that the "law of unintended consequences" and it goes like this:
Whatever it is that you intend to do, you will likely do the exact opposite
I was reminded of that when I read Marc Andreessen's comments on Sarbanes Oxley (and IPOs in general) in this interview in Vox. Marc said:
The irony of Sarbanes-Oxley was that it was intended to prevent more Enrons and Worldcoms but it ended up being a gigantic tax on small companies.
Sarbanes Oxley and Regulation FD were an attempt to make the stock market safer for the average investor. What it did is make the stock market less attractive for the average investor by removing the best investment opportunities from the market.
Marc lists investments like Netscape, Microsoft, Oracle, HP, and IBM as companies that went public at relatively small valuations and grew their valuations in the public markets. I would add Apple, eBay, Yahoo!, Cisco, and a host of other silicon valley success stories to that list.
The Vox piece points out that:
Twitter waited until it was worth about $25 billion before it went public last year. Facebook was worth more than $100 billion when it had its IPO in 2012.
Dropbox did a private financing recently at $10bn, Uber did a private financing recently at $17bn, Airbnb recently did a private financing recently at $10bn. All three of those deals could have and would have been an IPO in the 1980s or 1990s.
The public markets are not as attractive to emerging high growth companies as they used to be. The private markets have accumulated enough capital to support the growth needs of high potential companies and IPOs are no longer being used to finance growth. They have now been relegated to liquidity paths for the most part. And Marc explains why in this part of the interview:
But for young companies, everything is connected: stock price, employee morale, ability to recruit new employees, ability to retain employees, ability to sign customer contracts, ability to raise debt financing, ability to deal with regulators. Every single part of your business ends up being connected and it ends up being tied back to your stock price.
I have lived through this (being public while you are still building the company) and it is not easy. You really want to wait until you've got everything very buttoned up before you run the gauntlet that is the public markets.
Of course the important question is can we go back to the way it was before the federal government messed things up with all of their good intentions. I think the answer is no. We are not going to put that genie back in the bottle.
But I do think there is another way to fix this mess and it is already happening. As my partner Albert likes to say "the line between the public markets and the private markets are blurring". Platforms like AngelList and our portfolio company CircleUp are allowing individual investors the opportunity to invest in startups and the amount of capital that is being invested on these platforms is growing very quickly.
If the regulators keep their hands off these new emerging markets and let them develop naturally, we will eventually fix this problem. Let's hope they have learned their lesson from the fuckup that was Sarbanes Oxley and Reg FD and don't try to help us out again.
#hacking finance
Comments (Archived):
JimHirshfield Jun 30, 2014
Well, "Platforms like AngelList and our portfolio company CircleUp are allowing individual investors the opportunity to invest in startups…" …are only available to accredited investors. So, that's not helpful to the average Joe.
fredwilson Jun 30, 2014
that's right. but my hope is these platforms will grow in importance and there will be an outcry to let the average person invest on them.
pointsnfigures Jun 30, 2014
Thinking that Uber, Airbnb, et al didn't care about regulation when they started. Maybe for industries like finance and farming, startup and ignore the bureaucrats. Get big enough, and they have to make room for you.
awaldstein Jun 30, 2014
What's right is what's working does at time seem like the truth.
Aaron Klein Jun 30, 2014
That's the key. We simply need to rebuild the public markets on a new platform, with the key differentiator from day one being basic safeguards but not overwhelming regulation. Here's hoping it happens.
It's expensive to compete. Hard to startup an exchange.
No question. Very hard problem.
I hope you're right, 'cause it's unAmerican. Unlimited contributions to political campaigns is ok, but this isn't?!
LE Jun 30, 2014
There you go again. "this is ok but that isn't".
Spend some time with "average" people and then come back and tell me you think they should be throwing money at this. (Which is not the same as saying I think they should throw money in the stock market or real estate by the way..)
Andrew Pevsner Jun 30, 2014
It is indeed pretty insane that we still have policies encouraging leveraged home ownership, student debt that follows you through bankruptcy, and restricted participation in an asset class that at worst can go to 0.Returning the public markets to a place where they're a viable option for small companies to raise capital seems like a longer, more arduous, and less likely outcome than seeing a continued trend of increased transparency and liquidity that AngelList, CircleUp, etc. are bringing to private markets.
I'm with ya. I have neighbors that lost their houses…yeah, plural…2 houses. So it's OK to expose unaccredited investors to that risk, but they can't invest $5,000 in a startup?
That's the same argument that people use to try and say pot should be legal by comparing it to alcohol and/or cigarettes which are "much worse and/or the same".Or with the vietnam war "they can't vote but hey you draft them" etc.One has nothing to do with the other.People need to be prevented from their folly plain and simple.
Laura Yecies Jun 30, 2014
Not only are they only available to accredited investors, we need more instruments such as mutual funds to get the average person in – they don't have the mindset/time to scour AngelList
Mroberhozer Jun 30, 2014
This touches on my favorite point from the Vox piece:@pmarca: "Most American retirement savings is invested in the public stock market. Most Americans can't invest in private companies and most Americans can't invest in venture capital and private equity funds. They're actually prohibited from doing so by the SEC. If you both prohibit them from investing in private growth and wire the market so they can't get into public growth, then you can't be invested in growth."I yearn for the day when "accredited investor" is an obsolete term. Until then, I suppose the best choice to invest in growth is to build a company myself. Challenge accepted.
I'm with ya.But likely more people will just drop $5k at a casino.
The casino is actually safer. You get quick results of losing and see you probably will never win. (As long as you don't get intermittently reinforced or addicted that is). Plus it's already clearly labeled "gambling".Now company investing is over time. Different animal psychologically reinforcement wise.Even cluefull angel investors have their money spread over multiple investments. Your aunt probably isn't going to do better than that unless she can add value to the investments because it's something that she knows about.
Getting quick results of losing doesn't stop many people from making terrible and uninformed decisions at the black jack table.Put it this way: I can think of no other arena where decision making is outlawed simply on the grounds that it may be uninformed.
Average person is absolutely to stupid and/or uneducated and greedy and wanting quick easy results to do anything investment wise. They do need to be protected no question about that.
ShanaC Jul 1, 2014
I'm in the same camp – so what are you building?
Mroberhozer Jul 1, 2014
Real estate portfolio. You?
The public market structure is totally screwed up. The stock market should exist so companies can get growth capital and the public can participate in that growth. But, regulatory and tax structure incent companies away from public markets. Futures markets are less screwed up, but they are screwed up as well. Starting to see private markets for hedging and risk transfer crop up.Sarbox was like most government programs. Totally screwed up and didn't stop what it intended to stop while layering on massive cost. Crony capitalists like Gov. Jon Corzine get away with ripping off billions from their customers, while less connected companies like Gibson guitar get punished.
yupppppp
Robert Holtz Jun 30, 2014
At the time that SOX passed, I was CEO of a publicly traded company and I will tell you it decimated the markets and quadrupled our compliance costs. The worst thing is it was a carpet bomb not a smart bomb. It absolutely fits your definition of the "Law of Unintended Consequences."SOX should have been repealed long ago as the ham-fisted remedy that it was. But the good news, as you started to say, is that the reform to Reg D under the JOBS Act coupled with crowdfunding are opening up new market platforms for entrepreneurs to offer stock privately directly to investors. This field is going to grow and it is an affirmation that the entrepreneurs of the world always find a way to solve problems and go to market… even in spite of ham-fisted legislation.
Shri Bhashyam Jun 30, 2014
New and liquid marketplaces for private shares are needed. Right now, Reg. D offerings nearly quadruple (in dollars) the amount raised in public equity markets and are nearly equal to public debt markets. Unregistered offerings on the whole are greater than those that are registered ($1.7T versus $1.2T). It would be interesting to see if SOX was an inflection point for this trend.
Perhaps now folks in both parties will wake up and realize that you cannot legislate evil out of the world with more laws. What they missed is that Enron and WorldCom broke all the laws, and SarbOx wouldn't have changed that. Evil will still happen. Put the people in jail and move on.The resulting mess is a far greater reason for "the rich getting richer" than any of the tripe that Piketty tried to manufacture in his book. We have systematically put all of the good investment opportunities and value creation out of reach of average investors.
sadly you are right
Elia Freedman Jun 30, 2014
"Average investor" I find that a funny term and can't figure out who that is. In my mind part of Sarbanes-Oxley's problem is that "average investor" means the average of every person who has invested in the market. I think that's a big mistake and think most individuals should not be involved in stock market picking at all. We just don't have the knowledge to do it well. By all means invest but have someone either pick for you or stick with index funds. In other words, I'm not certain the stock market should really be for "average investors" at all.
Other terms I could have used were "everyday investor" or "typical investor." Effectively, I mean access by ALL investors, including the ones who are unaccredited. We are systematically discriminating against the non-rich by barring them from the best investments under the guise of "protecting" them.
Fred used that term, too. The "everyday" investor is already barred from the best investments by their lack of knowledge and time to understand the market and those companies.
That same investor has the same lack of knowledge and time to understand publicly traded companies.We are starting to head back to a feudal system. "The best way to 'protect' the vassals is not to let them own land, my lord."
Point well taken and definitely not my intent at all. All stocks are speculative, some more so than others, especially for those that don't have the time and inclination to really know what's happening.
Exactly right. Could not agree more. Most investors should stick with a cheap index fund. But barring investors from investment choices is not working.I say this as someone who has built a startup while NEVER doing crowd funding. I've stuck exclusively to accrediteds and always plan to do so. 🙂
zanon Jun 30, 2014
Why is it not working? Companies are getting all the capital they need. "Buying hot start-up stocks" is a crazy policy to deal with the wealth and employment problems the US has.
Aaron Klein Jul 1, 2014
It's not about "hot startup stocks" — it's about the feudal system of reserving the value creation for the lords and ladies and keeping the vassals out in the cold.It's true. The easiest way to protect consumers from investment losses is to not allow them to invest, just like the easiest way to protect black people from investment losses was to keep them enslaved and not allow them to own property.
zanon Jul 2, 2014
Ummm, yes it is about "hot startup stocks." Retail investors have lots of opportunities to invest and lose money, as they do again and again.Just not in overvalued trendy startup stock, which means private money (VC, PE) will be left holding the bag this time, which is why they are crying.I think you bringing up slavery and monarchy means I win. thank yous!
Jim Peterson Jun 30, 2014
Nobody is barred from subscribing to Morningstar and reading the WSJ. Just takes a willingness .
and cash – neither are free
John Clyman Jul 2, 2014
Morningstar and WSJ are available in many public libraries.Here in Seattle, you don't even have to bother going to the library. You can access them online with your (free) library card and PIN.
JamesHRH Jul 2, 2014
Reading Morningstar & the WSJ does not allow me to be a USV LP.
Michael Wolfe Jun 30, 2014
Ella, yes you are correct, but when companies stay private longer they also cannot be included in most index funds, so "average investors" cannot participate at all.
That is true but I'm not certain average investors should be investing in highly speculative stocks to begin with. Maybe that is for the best. (Granted, I wish there were better ways to accomplish that then Sarbanes-Oxley, though.)
ShanaC Jun 30, 2014
i'm reading picketty – i don't see tripe, I do see correlations and not causations.And if I recall, people said that about Keynes too…
Richard Jun 30, 2014
That was a bit of a leap. Let's just call it a hypothethis.
Ciaran Jul 2, 2014
The Economist, which I'd argue isn't exactly a socialist type of publication, summed up the 'scandal' like this:All told, Mr Piketty is guilty of sloppiness (certainly in his notation), and perhaps of some errors. But there is little evidence, so far, to support the serious charge of cherry-picking statistics. Nor have his findings that wealth concentration is, once again, rising been fatally undermined.
Piketty's work is riddled with errors and obfuscations. It's an embarrassment to academia.
Julien Jun 30, 2014
I don't want to wear the Kid's clothese, but isn't the subprime crisis also the consequence of policies established 20+ years before which aimed to helping *anyone* become a homeowner? In the end, hasn't this put more people on the streets?
Dave Pinsen Jun 30, 2014
Blogger Steve Sailer has been arguing that for years (except the last part, perhaps). He noted last year that the NY Times had finally gotten wise to it: http://isteve.blogspot.com/…
Lemme cc that for you. @kidmercury:disqus
its complicated. I don't think it is just polices as much as also the previous tech boom killing other low risk/high reward places to stick the global pool of money into
Jon Michael Miles Jun 30, 2014
Is this any better in other countries? Can we globalize our way out of this?
Thoughtful.. and I agree with this.Just a heads up as I didn't realize that you funded Circle Up. A great idea but they are exclusive by definition and feel like an old boys club a bit. Accredited investors on the investment side (understand this) and rather poor followup to apps to be considered for listing (no excuse for this of course).
great feedback Arnold. i will pass it on.
Tom Labus Jun 30, 2014
This cycle of regs and then business figuring a new way is our history. Regs may not appeal to too many and are seen as impediments. And, I've always been negative on them but since our most recent Crash I'm not so sure we can live safely without some regs good and bad.
you need some. but as few as possible
The fall out from the crash was the big banks who perpetuated the shell game got bigger. They control 37% more assets post crash than they did pre-crash, with less competition courtesy of Dodd-Frank.
money seeks higher ground during bad storms and is still there
Avi Deitcher Jun 30, 2014
I found the interview with pmarca a good but sad read. Here's a thought. With negative real interest rates, and equity returns flat, did SOX+Fed drive the real estate bubble? http://blog.atomicinc.com/2…
Steven Kuyan Jun 30, 2014
Now that the private market has the resources to fund these massive rounds to the tune of billions of dollars, how does that change expectations of an exit from a VC perspective?I would think that especially those that participated in earlier rounds would anticipate an IPO when the company gets to a valuation in the billions but instead are faced with another round of financing.
these rounds often include a lot of secondary. we sold $250mm of Twitter stock privately after i left the board. the company was involved in those transactions and they hand picked the investors who bought from us. we probably took a bit less than "market" but it was important to us that the company be comfortable with the investors it was getting in its cap table.
Steven Kuyan Jul 1, 2014
Thanks for the clarification, it makes sense to get other investors in as a company is making it up the "stairs" of funding.Glad twitter raised those rounds, USV got a nice return and Twitter had funds to buy one of our incubator graduates today — TapCommerce (Co-founded by NYU alums!)
Fred, as someone who has been politically active on a few different issues in recent years, how does the law of unintended consequences inform your advocacy?
we advocate for less not more and super lightweight and simple rules
Why can we not go back? Is it that the political system is so corrupted? Or is it that the public wants the heavily regulated but no growth environment, and thus the political system just reflects it?
it's a one way street with regulators
Agreed. Regulators are as subject to greed, self-interest, avarice, narrow mindset, groupthink and corruption as the next person – politician, artist or businessperson. But regulators are subject to politicians, who are subject to the public.
The only way back is to disband the regulator.
sigmaalgebra Jun 30, 2014
Just repeal the enabling legislation.
And that has happened when?
Never unless it's a coup or revolution.
The odds are not usually so good for those. The US one was a rare exception for working out, and even that came close to turning on itself. Big debt of gratitude to Gen. Washington
Ryan Anderson Jun 30, 2014
I'll be the dissenting voice here.Without arguing that SarbOx was a net positive, maybe companies also prefer being private because they can retain much stronger control over their activities. If SarbOx disappeared tomorrow do you think Travis Kalanick is going to decide to go public and put Uber's valuation in the hands of millions of buyers and sellers, or is he going to keep it in the hands of people he can pick and choose?Also, as to the "making the market less attractive" comment, DJIA is up 5.5% per year since 7/30/2002, S&P500 is up 6.5% per year. Those are surprisingly close to the historical 7-8% annual averages considering the economic disaster that was 2008/09. At the same time, Shiller Index was up less than 2% per year, interest rates rarely cracked 1%, and 10yr treasuries went from 5.5% to 2.5%. So the market still looks pretty attractive compared to lots of other options.
Ryan, I am good with people choosing to remain private. But if there are other who would choose to go public – and thus benefit themselves and the investing public – but are swayed not to by the sheer expense of SOX?
It's a bitch to manage I can attest.I was an exec during the rollout of it, one after.
True, sir. And the attractiveness of it is inversely proportional to the "bitchness" level. So why make it "bitcher"?
Aw, Ryan, come on. Picking 7/2002 when SNP was at its worst trough to today is unfair. It's only up 30% cumulative over last 14 years, which is basically flat. Considering that inflation ran a cumulative 38% over the same period….
When the Fed went to 0%, markets had no choice but go up since the opportunity costs and risk/reward ratios changed. Had nothing to do with Sarbox. Sarbox triples accounting costs.
For the record, 7/30/2002 wasn't cherry-picked, it was the day that SOX became law in America.If SOX is supposedly making the public markets less attractive to investors, we should expect to see reduced returns since implementation, no?
No. Yes, except for all the other unpredictable, independent exogenous factors which can provide plenty of noise to swamp the effects.Generally, meaningful tracking from cause to effect is challenging in uncontrolled situations. This is ('appears' to be!) one reason why 'social science' has a heck of a time getting solid results.
Haha! Ok, fair enough on the date. Although, to be truly fair, the day it became law is not the day that matters; it is the day that investors believe that it (or something like it) will become law.But again, the market was near a low at that point. It might have corrected anyways at some point. The questions really are:1- What would the market have done in the absence of SOX? (control group)2- What did the market do over the long term, as opposed to right after SOX? Here, the verdict is clear: loss in real terms.3- Since macro is just the sum of all micro activities, what is happening with IPOs, and what are the real individuals who make those decisions saying about their behaviours. This was one of the key points of pmarca's interview.
I'm also having trouble connecting Uber's and/or Airbnb's failure to IPO to Sarbanes Oxley.
Bala Jun 30, 2014
There is nothing more permanent than a temporary Government Regulations – Milton Friedman
JLM Jun 30, 2014
.Haha, best ever!Well played.JLM.
jason wright Jun 30, 2014
Paris, 1788.
Bala Jul 1, 2014
there was no Government in 1788, it was a monarch and in a democracy the above holds…
jason wright Jul 1, 2014
there's always a power behind the throne of any monarchy. i live in the UK 🙂
The purpose of banking regulations is to oblige banks "to be more circumspect in their conduct, and by not extending their currency beyond its due proportion to their cash, to guard themselves against the ruinous runs, which the rivalship of so many competitors is always ready to bring upon them"Adam Smith, 1776
Andrew Kennedy Jun 30, 2014
No way they have learned their lesson.
Ana Milicevic Jun 30, 2014
The realities of the market have changed (whether organically or due in some part to SOX & other macro events) but the regulation stays the same.
James Ferguson @kWIQly Jun 30, 2014
Is this not in a sense the unbundling of investment markets
Ideally
Admit it, Fred…You sat down to write this post and wanted to Tweetstorm it instead. Amirite?
Did not consider that
ErikSchwartz Jun 30, 2014
Fun data point.If you had purchased $1,000 of YHOO on the first day it traded you would now have $47430 (although the smart money got out in early 2000 with 80K)If you had purchased $1,000 of GOOG on the first day it traded you would now have $10630Given how late companies now IPO I don't ever see the retail investor in Facebook or Twitter, let alone AirBnB or Uber or Square will ever see much better than a 2X
Salt Shaker Jun 30, 2014
Discriminatory like a stacked deck of cards.
Your $GOOG calculation has to be incorrect no? http://money.cnn.com/2004/0… If you take a Warren Buffett strategy, and buy management teams in great companies, hold for the long haul, you will do better than 2X. But, an individual can't beat the market so you are better off holding a no load S&P fund
First price the public could get GOOG at was (split adjusted) about $54 it's now at ~ $575. That's about a 10.6Xhttps://www.google.com/fina…
If you take a Warren Buffett strategy, and buy management teams in great companies, hold for the long haul"You" and "Warren" are two different animals.I think that's a typical media creation and what Warren likes to bandy about as well the folksy humble image. The devil is in the actual details with all of this. Are there people who invest in bad management teams? Besides what's a "great" company anyway that's pretty broad. Isn't that all priced into the market already?It's like saying that you win ball games by hiring great players and having good strategy. Thanks for the advice and insight I didn't know that.Lastly, it's different to be the Yankees (Buffett) vs. anyone else. It's been so long since Buffett was a nobody he gets to take advantage of situations that others would never be able to.That said the key to success in a lot of industries is spending enough time in that industry that you end up being the one getting the low hanging fruit passed by you to be able to take advantage of that by people to lazy to shop the market and expend effort (only one factor not everything obviously). Merely because of being connected by hard work and over time and having a good reputation as a go to guy that can get a deal done and doesn't waste people's time.
Apple is 20x. S&P 500 is 3x what it was in 2008. IBM is 3x what it was in 2009.10x over 20 year period. No shortage of 2x+ opportunities for retail investors.Maybe the problem is that VCs know they are overpaying and want to find some other chump to be left holding the bag when the music stops.
If the public will pay 50 x sales, VC'c only job is to have bought at some factor less.
sigmaalgebra Jul 1, 2014
> find some other chump to be left holding the bag when the music stopsA joke during the 1999 dot com bubble was, "Never be between a VC and the door when the lockup period is over."! :-)!
Best insight from this post. 10 bangers from current IPO prices don't seem like they exist
Oscar Jung Jun 30, 2014
I slightly disagree with the law. They did not make it with intention. They did it out of fear of another Enron, worldcom etc. They focused too much on the fear and too little on the purpose they wanted to create such as an efficient capital market with high transparency and few transaction cost. That is when you reach the opposite consequence! Focus on what you don't want.Lets hope the private financing funding market will self regulate well. Unfortunately history show that the market need some governing body. I think we need a private industry association to keep an sharp eye over the private markets.
William Mougayar Jun 30, 2014
Government regulation and "programs" are full of unintended consequences."Government help" continues to be a big oxymoron.
Worst words you can hear, I am from the government and I am here to help-Ronald Reagan.
Emil Sotirov Jun 30, 2014
How about – I am from the Health Insurance Company and I'm here to help… or – I'm from the Telecom Company… or, I am from the Wall Street Bank… ah…?To be clear – I am not pro-regulation-to-death; I am against anything beyond a certain scale. Big is bad, in my book (including gov and nonprofits).
In some cases, you are free to choose not to use them. But we can't ignore the government.
True – you are free to be sick and die… not have an Internet connection… not keep your money in the bank.Again… not saying anything good about the government, just pointing the stupidity of thinking that the government is the sole problem.The problem is a self-perpetuating "elite" using every possible system of privilege for their own kids – in all organizational forms (biz, gov, edu, nonprofit)… with special role of very big organizations where there is a total disconnect between purported stakeholders/owners and the executive nomenclature.
Emil Sotirov Jul 1, 2014
I said big is bad – https://twitter.com/takingp…
Joe Wallin Jun 30, 2014
Fred, I have been arguing with my friends for some time that we just need to start repealing laws. My argument has been we need to repeal like 2/3rds of what it is on the books. Everyone thinks I am nuts, of course. But seriously, we just have too many. Too many rules. What good does it do anybody? In my opinion, more harm than good. Let's repeal most of them.
I don't think you're nuts. I think you're absolutely onto something.
I think if this ever happens it will be the laws that are very old and obvious and don't matter anyway. Like "there's a 1850 law that says you can't stand next to a horse while drinking a cup of water at 4:00pm".In order for anything worthwhile to happen there would have to be a non partisan group that provides the framework and does the heavy lifting to present the case regarding which laws should be repealed, who would be affected pro and con, and then a way to actually implement it and make it happen. Of course if you did that there would be unintended consequences.Perhaps easier is something similar to what the government does with marijuana which is essentially a hands off and "do not prosecute" situation. (Which I'm not in favor of by the way).
.The big idea — these two notions are not mutually exclusively.JLM.
Pete Griffiths Jun 30, 2014
We can no more repeal anything that is worthless than pass something that is essential (including repeals).They key problem is structural/organizational.
.The problem with repealing any law is the Congress does not even understand the laws it passes.Does anyone really understand Obamacare and how it works? With 43 and counting revisions since its passage? No.The Congress does not write law. The K St crowd does. The think tanks do.What the Congress does understand is governing philosophyWhy should dying be a taxable event? Forget the ramifications of wealth or rates or such nonsense but why as a matter of taxation should dying be a taxable event? It is not a commercial or mercantile event, right? It is a tragedy in which the person being taxed has been literally "taxed to death"? No?One's estate is composed exclusively of "after tax" dollars by definition. What did these dollars do to wander into the purview of the tax man for a second bite of the apple and why?It was originally intended to temporarily fund wars. That made some sense.It is not the law, it is the Rules which are the problem. The Rules are obscene. A ten page law generates 10,000 pages of Rules.JLM.
how would you get k street out of congress?
.Couple of Ranger companies out of the question?Public funding of elections. Public debates.Law not directed toward elections but legislation.JLM.
not going to happen – as dc is wealthy for a reason.
Mino Taur Jun 30, 2014
Why should not the inheritance of wealth be a taxable event? It's government that assures, or tries to assure, that the inheritance in fact does go to the legitimate heirs. Should the relatively-impecunious rest of us pick up the tab so that the 1-per-ten thousand can have their inheritance without having to pay taxes? As far as "after-tax", that is increasingly not the case as Congress, the IRS, SCOTUS, and I don't know who else increasingly bend to the will of the plutocrats, and in some cases kleptocrats. K street is only one of the many agents used to bring about this subjection. It may sound cynical, but it appears that some wealthy people have only one moral scruple: that nothing and no one should stand in the way of their increasing wealth and power.
.That is one of the shallowest defenses of the death tax I have ever heard.Again, what is the intellectual basis for making death a taxable event?Because YOU are not wealthy?You use a lot of jargon which is meaningless.We are a nation of private property as enshrined in the Constitution.We need to stop feeling entitled or awkward about obtaining the just rewards of our labor.I work hard, I prosper. I pay taxes once on my wealth when I earn it. I own property. It is only my business as to how I dispose of it.Want to get wealthy? Come to work early, stay late, work hard. save and invest your money. It is not a difficult formula to understand.JLM.
> Again, what is the intellectual basis for making death a taxable event?Easy: A rich, dead person had the money; many poor people don't and want it; and many politicians want some votes of many poor people instead of just a few rich people.Can see something similar on the plains of Africa: A cheetah makes a kill and isn't very large or strong, and several unscrupulous, hungry hyenas gang up and steal the kill.No, no, no: certainly I'm not saying that politicians are like gangs of unscrupulous, hungry hyenas. That would be a gross insult — to hyenas!Of course, some vultures might also steal the kill, but I don't want to insult vultures either!Leopards have an advantage: They are a little larger and quickly drag and carry each kill to maybe 30 feet off the ground to rest on the branches of a tree. I.e., they make their kill inaccessible to hyenas and vultures. Hmm …. Off shore accounts? A big box of gold coins hidden behind a wall in the basement? Bitcoin?Lions? They are strong; don't mess with a hungry, feeding lion!We're talking the 'law' of the plains of Africa. There should be some better law? Let's see: When the asteroid hit 65 million years ago, mammals were something like present mice, and it took nearly all those 65 million years to get us to cheetahs, leopards, lions, hyenas, vultures, etc. Significant life got started on earth about, what, 750 million years ago? Life started on earth about 4.5 billion years ago. Earth started about 5 billion years ago. The big bang was about 14.7 billion years ago.Humans? They walked out of Africa about 40,000 years ago. Soon some went to Western Europe; some went to Japan, and both lines have had essentially no genetic interactions since. Now, look at a pretty girl in France and one in Japan and see that they are an awful lot alike, amazingly alike in construction and even behavior — they are both very much 'girls'. Okay, then, either one of those two girls has to be closer to their common ancestor 40,000 years ago than they are to each other now so that both of them are darned close to their common ancestor 40,000 years ago. So, want to know what girls 40,000 years ago looked and acted like: Sure, just take what is in common now between that girl in France and that one in Japan. Even behavior! So, net, 40,000 years ago we had essentially modern humans. More generally, once we got modern humans, they went a long time without changing much. So, net, the rates of change are so slow that there hasn't been a lot of time for humans to develop farther than we see now. So, don't expect humans and their 'laws' to be as up to date as, say, the latest iPhone!There was at least one star that formed, by nuclear fusion burned all its hydrogen fuel down to iron, had its iron core collapse under its own gravity, and exploded providing the matter for both earth and our sun. So, that star that exploded might have been a 'first generation' star since the big bang and, thus, started to condense out of gas at the time of the big bang.So, the star that provided the matter for earth and our sun started maybe at the big bang itself, and ballpark both earth and the first life on earth started about 1/3rd of the way back to the big bang.Net, just getting earth as far along as the present law of the plains of Africa took a major fraction of all the time since the big bang so that there hasn't yet been much time for any more nuanced legalism! So, really, our 'law school' remains heavily the plains of Africa.Uh, you expected something else?Clear enough? :-)!
> Does anyone really understand Obamacare and how it works? With 43 and counting revisions since its passage? No.Sure, easy! Just keep looking at it as progress in health care, keep struggling and struggling to see how it constitutes progress in health care, and, then, finally conclude the truth: It has nothing to do with health care!So, what is it? Sure: It's the main product of DC — politics! That is, it's intended to excite, please, placate, pander to, etc. a collection of voters, insurance companies, etc. who take the promises seriously and, thus, will for now support Obama. It's intended to last only as long as Obama is in office, and then it stands to fade away slowly until in some late night session in Congress it is finally killed off. It's only intended to last a few more years. The 'revisions' are just to keep the promises alive in the minds of the true believers and cover up/over the flaws from the obvious fact that the thing was never designed better than, say, a paper mache boat to cross the Pacific.Not the only example: A hurricane? Right, due to 'climate change'. A drought, flood, tornado, a shoreline change, more wildlife some place, less wildlife some other place, an unusually cold winter some place, and unusually hot summer someplace else, a forest fire, right, each is presented as rock solid evidence of 'climate change' caused by evil humans.How'd we get humans in there? Because it is a given, axiomatic, that humans are evil, or in other words, sinners. There is a trilogy: Evil humans' use of carbon is the transgression. Climate change is the retribution on the evil humans. Sacrifice and suffering by the evil humans are the redemption. How? Sure: Carbon taxes!The real cause? Sure, politics. Obama plays the 'climate change' card every chance he gets. He and some of his supporters just keep saying 'climate change', and suggesting that the cause is the use of filthy carbon by sinful humans, over and over and over as more and more people will come to support it. It's an old propaganda device: Repeat a big lie often enough, and eventually a lot of people will believe it. To Obama, that's much of all of what politics is about.Then when enough people believe, boom, get some political power, carbon taxes, subsidies for buddies, etc. For a politician, what's not to like?Not nearly the first time. E.g., the Mayan charlatans killed people and poured their blood on a rock saying that this was necessary to keep the sun moving across the sky.No, no, no, I'm not saying that Obama is like the Mayan charlatans; that would be an insult to the Mayans who couldn't begin to compete in politics with Obama and his Obamacare and 'climate change'!It's politics.
Matt Zagaja Jun 30, 2014
Yep. Every time something goes wrong there is this gut reaction (from some) that there has to be a system to prevent it from going wrong in the future. Sometimes a mistake is just a mistake and does not need a system.
Joe Wallin Jul 1, 2014
agree Matt!
Donna Brewington White Jul 1, 2014
Love systems, believe in systems. But you are right, not everything is systemic.
Matt Zagaja Jul 1, 2014
I use systems all the time and they are great.
ok, which laws do you think absolutely need to be repealed.
To start, Section 409A of the IRC. Then all of the drug laws.
William Mougayar Jul 1, 2014
You're very right Joe. How do we start? Are there precedents?You can't keep stuffing new laws without making room. We need to elect un-law makers.
I couldn't agree more William!
Maybe it should be like the wardrobe rule where you get rid of everything you haven't worn in a year. If a law hasn't been used in X number of years, archive it.Too simplistic?
I like the idea!
i'm sure Tim Berners-Lee contemplates unintended consequences quite often.
Today's Hobby Lobby decision at the Supreme Court will also incent companies to stay private. Public companies are subject to government mandates. Will be easier for private companies to avoid them.
When SOX was legislated the vote in the House was 423 in favor, 3 opposed and 8 abstentions. The Senate vote was 99 in favor with 1 abstention.See our gov't branches can indeed work quite well together. A classic case of a unified, non-partisan fuck up.
This is why hedge funds and public mutual funds are encroaching on VC with private investments. They are trying capture the value previously available to public investors. This also means that need for secondary markets for private companies is compounded. Longer exit horizons + a deluge of private investors (via AngelList, FundersClub, and crowdfunding generally) increases the pressure for liquidity.
this doesn't sound healthy
This is a complex issue, but let's not forget who caused this. In 2002 Worldcom rattled the public confidence in the market. Along with the accounting games played by NorthPoint Communications, Global Crossing, JDS Uniphase, XO Communications, and Covad Communications et al., the markets almost unanimously agreed that reform was necessary. There is nothing more important to New York than the public having confidence in its public markets.
Carl Rahn Griffith Jun 30, 2014
I did a lot of SOX stuff a few years ago – I was at a SAP Washington DC event when the sheer monolithic madness of it became apparent; there's more effective governance in my working behind a bar.
William Carleton Jun 30, 2014
When I first saw the title to your post, Fred, I thought it was going to be about the unintended consequences of regulatory implementation of pro-startup reforms under the JOBS Act.Even as angel investing is being democratized by Angellist, Circle Up, and other innovative platforms (I would put my client, Fin Tech Collective, in that category, though they are relatively new to the scene), a rearguard action is under way from "consumer" groups, regulators, and others, not only to hamstring 506(c) general solicitation but, incredibly, to make it tougher to qualify as an accredited investor.The result, if this rearguard action is successful, would be to shrink the pool of persons eligible to participate in private financing.Can't take our eye off this ball for a second!
Ah, you just don't understand! :-)! So, I'll have to explain it to you: You see, don't you see, surely you can see, did I mention you can see, that people are badly confused about the money, and some people even believe that the money they earn is theirs. Ah, foolish confusion! Instead, the money belongs to everyone, is in 'common' and for a person to have only temporarily and with limitations on its use!This situation is because the great Sugar Daddy in the sky, or at least in DC, is to take care of you, as it takes care of everyone with, of course, all the money that is in common to everyone! No way can the Great Sugar Daddy in the sky, or DC, permit just ordinary, little people to make really big decisions with their money like investing it! They might lose that money. Even worst, they might get rich and, thus, have too many others feel poor!Much better is the infinite, caring wisdom and care taking of the Great Sugar Daddy! Didn't you know these things? Now you do! Glad we got this all cleared up. See how educational AVC.com can be? :-)!
Yes, I saw the Andreessen interview and kept a copy. Andreessen made being a public company look really ugly, nasty, wasteful, dysfunctional, deranged, demented, sick, scary, little things like those. E.g., the company would need another C-level executive, the CBS Officer, to swat down daily all the absurd rumors put out by hedge funds on chat boards, etc. Bummer.While Fred discussed the funding side and the change from public to private funding, there is also the 'exit' side, and that is now very limited and unattractive: Basically have to (A) remain a private company with at most only a few stockholders, that is, not really 'exit' or (B) be sold in total to a large company. For the C-level people of the small company, case (B) usually means being unemployed in about a year.Yes, there can be a special case, instead of just (A) Private World or (B) Public World, there's also Buffett World: Hello Warren! Let's talk! Do I have a deal for you!Ah, there's a rare, special case in part of my software, and for that I need to tweak one routine and change a case of a = b + c to just a = b. That part of the software is 5845 lines of code with 4579 language statements in a file of 15360 lines. Back to it.
LaVonne Reimer Jun 30, 2014
Asymmetries of information. Core problem. Great to have investment and financing alternatives but we must figure out better ways to resolve the asymmetry problem. I like self-regulating communities as a model because community, by definition, says all stakeholders have visibility and can contribute. No, this is not "hey legislators, we promise to behave if you leave us alone." It has to be community and it has to resolve asymmetries. It's natural law.
Jason Crawford Jun 30, 2014
Unfortunately I have no confidence that the regulators have learned any kind of lesson. To quote Marc from the same interview: "When there's a problem, the answer is presumed to be more regulation — even when the regulation was the problem in the first place. This is the central flaw in how the government operates."
SubstrateUndertow Jul 1, 2014
Well surelegislators are to regulations/ruleswhathammers are to nails'This is the central flaw in how the government operates'Sure, but what other governance mechanisms would substitute for regulations/rules in our effort to enforce some sort of positive/effective social collaboration/contract ?Surely no one is suggesting that we should do away with focusing our collective-will and common-interests via democratic government mechanisms.Regulation is an obvious and necessary-evil especially in regards to social food fights let alone investment-markets which are more like multilayered opaque food wars.The problem is not regulations per-se !The problem is simplistic, static, regulations that completely lack any timely, dynamically-adaptive, interplay with the complex environments they are designed to regulate.Those regulated environments are populated by an array of constantly evolving living-system(volitional entities) all conspiring as free agents to legitimately and adaptively gaming all our regulatory frame works as if they had a right to, because they do !.That begs the question, how do we up our game regarding collectively democratic self-regulation in an age of adaptive network dynamics.Continuing to regulate the emerging array of social/commercial living-systems(volitional entities) that are all now operating on adaptive network dynamics seem totally futile in a world of linear static government regulations.It seems clearly that more distributive, adaptive, relationally linked, ratio-driven, regulatory-fedback network-dynamics need to replace our static rule-driven regulatory frameworks.I blame it on the internet 🙂 for elevating almost everything into the realm of living system dynamics where all volitional agents must practice adaptive communication/synchronization or be pushed out of the living-system gene pool.So, if democratic governance over our collective-will and common-interests is to survive in a gene pool now dominated by adaptive social mechanisms it will need to get onboard with some serious, dynamic, network-driven, App/Big-Data, regulatory-mechanism upgrades.Yup !That all seems too complex, easy to say, hard to do, pie in the sky rant material, because it is !Still proper framing is the first step in solving any problem.Even in this age of complex organics we are still stuck with what that smart-ass guy said:"Make everything as simple as possible but no simpler"Libertarians !Don't hold your breath waiting for this type of dynamic, network-driven, App/Big-Data, adaptive, democratic self-regulation to be delivered by Google, Facebook or the like."Unfortunately I have no confidence that the regulators have learned any kind of lesson""We get the government we deserve" !It is the citizenry that needs to learn lessons only then can we democratically impose those lessons on our democratic representative or replace them with more modern organically-direct democratic mechanisms.A collective democratic lesson is really only learned when it establishes itself as a stable and dominate mass-culture meme(one strong enough that we can't get fooled again). Meaningful/realistic collective lessons are hard to come by in a network empowered environment where large corporate entities and there interests increasingly dominate the Big-Data/Viral-App-Applification pathways by which lessons coagulate into solidly entrenched mass-culture memes.This is why we desperately need some sort of mass-accecable social-network assembler tools to democratize the application of networking-power and its inherent self-organizing dynamic to the fabric democratic governance.GoogleWave was a good rudimentary starting point but it got pulled.- Maybe Googlge didn't understand what it had- Maybe they din't have the skills to simplify the interface- Maybe they didn't see there opportunity to market it simple as a new email App and allow users to incrementally absorb and utilize its extensible palette of social construction tools at the users now pacePersonally I think they saw its federated structure as giving away the farm.Maybe Twitter could develop a platform with a similar extensible palette of social construction features but that would probably detune their monetization focus?Apple with their sandboxed iSO-8 extensions is most likely laying the ground work to ultimately deliver mass-culture access to social-network assembler tools that will democratize the power of the network effect. Perhaps they will deliver the mother of all Hyper-Card descendants.In the end I'm hoping for the emergence of Apps that are nothing but extention-libraries full of actionable/customizable interface screens with built in back-end support mechanisms/services. Then atop those extention-library-Apps some Social-Assembler-Apps that tap into those extention-library-Apps to deliver a palette of social-network building blocks for the rest of us.I'm not a developer so maybe that is all just a pile of fruits & nuts but an end user can dream can't she ?
.I was running a public company when SOx was put into effect. Much of SOx was much ado about nothing and it was actually hard to see what was intended to be accomplished.Let me use as an example the criminalization of signing financial statements. With much fanfare, CEOs and CFOs were now required to sign financial statements but now with possible criminal sanctions rather than just potentially civil implications.As CEO I had to sign the financials something I was already doing. My CFO used to get quite panicky and did not want to sign until I had signed.Other than the ridiculous notion that my behavior was now criminally sanctionable, what did this really accomplish? NOTHINGWasn't I already civilly liable for any financial report I approved anyway? It is very hard to see the real difference.Sec 404 required small companies to document their financial controls which resulted in a lot of consultants offering to do this for us at $50,000 per year. As an engineer w and MBA, I made my CFO do this.Oh, there was a lot of wailing and gnashing of teeth to be sure but I was adamant about it I refused to pay anyone to do this. I made them get out Visio and diagram the hell out of our processes. I first made them whiteboard them.The CFO wanted a consultant to do it. I made him do it.Great irony? The PCAOB came calling and said our diagrams were perfect.The PCAOB was formed to essentially do what the SEC was already doing — disciplining bad guys and issuing an accounting letter every 3 years to public companies. The PCAOB used to fixate on our use of the term EBITDA because it was not a GAAP term and required us to explain and derive it from GAAP terms each and every time we used it in a document (10K or 10Q).I had the CFO put in a blanket derivation of the term for the entire document which still pissed them off but carried the day.SOx spelled out some very specific requirements for independent directors and the composition of Boards which simply mirrored Delaware law. If you were organized in Delaware, you already should have been doing all of this stuff. Good companies were.SOx forced a company attorney to report wrongdoing to the SEC or PCAOB essentially nullifying the attorney-client privilege. I never thought this was a big deal as I never intended to engage in any wrongdoing or criminal activity.SOx was a knee jerk to Enron but it was not realistic. Enron would have still happened there would just have been more fierce penalties.The problem is always this — good law does not make bad guys behave unless you enforce it. Bad law does not change the conduct of good guys.The existing laws are simply not being enforced. Did anyone on Wall Street get disciplined in the great recession for peddling obscenely illegal derivatives? Anyone? No.Wall Street got well in one year. Within two years bonuses were back at record levels. The deck is stacked and it has always been stacked. Sorry.Bottom line — I spent a lot of time thinking and talking about SOx but we were already doing almost all of it. I resisted the temptation — including fighting with my board and CFO — to spend unnecessary money on such silliness as 404. We complied but did it on the cheap.None of his crap is particularly impactful if you know how to run a business and run a clean shop.The Reg D exemptions to the JOBS Act will turn out to be the low hanging fruit in the long run not the "on ramp" provisions. The only meaningful change is the authority to solicit accredited investors BEFORE establishing they are accredited which means mass market marketing contact.JLM.
Fantastic. I'm keeping that. Just do the usual stuff, mostly the same stuff should have done anyway, draw some diagrams with some software, develop some boilerplate and insert a copy wherever needed, and keep it cheap and simple, not wasting armies of accountants and lawyers and millions of dollars, like the hysteria from some. Darned good to know.
Emily Merkle Jul 1, 2014
Have done the same in the past. But always have retained a trusted lawyer for the final once-over….
It appears that JLM made a first effort in the sense that he made a good effort and let the regulators say if they liked it. So, maybe JLM was just assuming that if the regulators didn't like his submission, say, his diagrams, they would say so and JLM would make 'corrections' and submit again, all without much risk of going to jail.So, try, make an okay effort, don't sweat a lot of ambiguous regulations, send in the results, let the regulators object if they want some things different in which case make the changes and submit again. Then maybe the first effort will be good enough for the regulators and, then, just keep doing the submissions that way.Or, plead: "Look, we're trying to run a business here and not waste money everywhere possible. We have more to do than regulatory archania. So if you want some changes, then we will respond." It might work.
Dropbox did a private financing recently at $10bn, Uber did a private financing recently at $17bn, Airbnb recently did a private financing recently at $10bn. All three of those deals could have and would have been an IPO in the 1980s or 1990s.However could have also been the unintended consequences of high frequency trading and/or in combination of a number of other factors. (That is an airbnb would have never made it to square one in the 1980's nor would Groupon or any internet company finance wise).Unintended consequences are not always universally bad anyway. One of the UC's of commenting online was that it got me involved in something different that I almost certainly wouldn't have done without "wasting" time commenting. One of the UC's of not being able to go into my father's business was that I ended up starting my own business. At the time it didn't appear to be a good thing it seemed to be a bad thing. [1] One of the UC's of my wife not getting good guidance in HS was that she didn't pursue a career in math (as a result of being a woman) but something else. But when that didn't work out well she actually ended up doing something that was better than math (at least financially).So the question is is there a complete study of all of the UC's consequences of all laws or are we (or Marc A) just cherry picking some monday morning quarterback examples to prove a point?[1] You can spin a story any number of ways depending on the point you are trying to make.
Emily Merkle Jun 30, 2014
SarBox killed the first startup i worked for. We went public with a very solid offering at the forefront of an entirely new industry, a decision likely made under the pressure to "become" before we were ready – certainly before ready for that which SB wrought. We got squeezed out; slowly; deflated.
Guest Jun 30, 2014
People in Cleveland blame SarBox for causing LeBron James to take his talents to South Beach, so you are not alone!
The reality is, SarBox scrutiny probably just poked holed in the accounting practices of a very young company with a lot of promise 😉
Aviah Laor Jul 1, 2014
Enron etc. took money from the public, and poof, the money is gone. Luckily, no such thing can happen when the government itself takes public money
sherwintjohn Jul 1, 2014
I think the same can be said about financial services. Industry hopelessly in need of innovation but so much regulations aimed at "too big to fail" holding back startups.
I've thought about this throughout the day, and thinking contrarian.Is the dichotomy that Uber, Airbnb and Dropbox are "small" companies or that their private valuations are too high?I'm not totally convinced that they opted to prolong their private markets fund raising just because of SOx.And I'm not sure it's entirely fair to think of AngelList & CircleUp as alternatives to going public. These 2 are serving the early to mid- lifecycles of startup funding, not the later stages.The only good thing about the current situation is that if these companies stop performing well, only a handful of private capital investment firms will suffer, and not the public at large.Maybe there is a distortion in sales/market valuations ratios that needs to be corrected first. I'm curious to hear directly from Airbnb, Dropbox and Uber why they elected to delay their public debuts.
Thomas Jul 1, 2014
I think this is a false dichotomy. On one hand you present: anything you try to regulate will have the opposite effect. On the other: freemarket solutions will solve the problem.First, it is possible, and I would argue, likely, that fixing public company oversight can be addressed through better reporting, yet SarBox's implementation is flawed. The question is whether there is a better way to provide transparency that doesn't result in a punitive tax. SarBox is not the only construct that can be conceived. However, I will grant that the question of whether a superior construct can actually be implemented in our political framework may be a valid existential criticism of my view.Second, AngelList is helping rich SV technofiles invest in startups, not improving the 401K of everyman. I would argue that growing that platform outside of this population will create situations which will get easily manipulated and result in significant amounts of fraud and negative returns for less sophisticated investors.To waive your hands and state "If the regulators keep their hands off these new emerging markets and let them develop naturally, we will eventually fix this problem." as a truism is wishful thinking. You've provided no analysis of this other than to point at the current state of affairs and cry "quelle horreur"!A current bad regulatory regime does not necessarily imply that no regulation is the only way forward.
Capitalistic Jul 1, 2014
Sarbanes was and is not a tax on small businesses. Are you referring to "humble and pious" start ups at the brink of a $2B IPO? Is Sarbanes perfect, no. But its intentions were meant to "protect" the same people who were wiped out during the Enron fraud.
stephanlivera Jul 1, 2014
here's a hint: they weren't REALLY trying to 'help out', it was about control for them
TKList Jul 1, 2014
Most regulations do nothing but hurt the 99% because it is exactly the 99% who pay for all the regulations, by either taxation, unemployment or a lower standard of living than they otherwise would have enjoyed.Most people ignore the cost of regulation, who really pays it and how, the unintended consequences of it or the invisible results of it (meaning the good things that did not get to happen because of it, the businesses and jobs that did not happen and the competition that did not get created).The best regulation is concise regulation, minimal regulation that is absolutely necessary, not maximal regulations, not micromanaging regulations.Exactly because humans are corruptible is why the government fails at regulations. It is excessive regulation that makes buying the regulators and influencing the regulations an expense that is worth it for business. Thus enter the lobbyists, the corruption of politicians, the increasing of the cost of entry for competitors, the regulatory capture and increased cost to the consumer.Most of the time government protects bad businesses, not the public from bad businesses. A convoluted tax code and excessive regulations cause this.A convoluted tax code and excessive regulations are bad for the people they are meant to help.
vikash Jul 1, 2014
Companies and venture capitalists do not want to take the added risk of public stock price associated with their capital. Start ups are generally funded by vc's and they see IPO as a route for them to liquidate the company , take their earnings.
I find this a really interesting post if, as it seems to, it is broadly suggesting that regulation in general is bad (on average).Apologies if I'm reading more into this than that, but I think if you look at the biggest fucks ups of the last twenty years it's the de-regulation of the financial markets, egged on by disciples of Milton Friedman who is name dropped in the top comment.That led pretty much directly to the devastating crash of the last 6 years. Regulation put in place in the US and UK after the depression was systematically ripped up (by both major parties in both countries) and we're still counting the cost now.It's obviously a shame that investors & start-ups may have lost out but it's a much bigger shame that entire countries have been devastated through a mixture of greed, incompetence and terrifying arrogance.
And frequently overvalued
Yup.This done right could both fill a big market need and do a lot of good both.They don't, as do many vertical funders, understand the difference between inclusive and exclusive as market positioning.
Big fan of Rick's Picks–the pickles that is!And just as there are celebrity investors, there are celebrity raises which roll up hill from the status of the investors in the early seed rounds. An amazingly small circle.As it should be. And wonderful for the annointed;)
So you're saying that super savvy, ultra rich private investors are not smart enough to correctly value a company and the solution is to try and get joe-six pack's money? Is this just a shakedown racket?
Salt Shaker Jul 1, 2014
Investing isn't mandatory, it's a choice.
just like it is choice to have private market and public market and two be different. question is what is problem? (except VC paying too much money and not being able to offload on suckers like before?)
JLM Jul 1, 2014
.When one thinks about the power of incumbency, aren't we already there?The Feds give each candidate money to conduct their conventions already.The system is obscene with money and yet all it delivers is a message of lies repeated endlessly particularly in the key states and a GOTV effort.So I come to my position by default not because I think it is a good idea but it gets the undue influence out of it.I would sacrifice the impact of Citizens United if the labor unions were out of also. Mutual disarmament, no?JLM


text:
A Fascination with Pigeons
By Arthur Ruffino
Photographer Arthur Ruffino recently reached out to the Center for Humans and Nature to share some of his many pigeon photographs with us. His timing was impeccable. His email arrived as we were readying a blog post this week by Elisa Shoenberger that discusses her childhood fascination with urban pigeons. We're pleased to share a gallery of Arthur's images this week as a compliment to Elisa's piece, and also as a testimony to pigeons' appeal to people from around the globe.
We asked Arthur about his fascination with pigeons. The following is his response:
In regard to my interest in pigeons, I became fascinated with their amorous behavior during a visit to Honolulu. There is a banyan tree on Waikiki Beach where a number of pigeons nest. Honolulu has a large population of white pigeons and a number of mixed breeds not generally seen in other venues. I became attracted to the birds as a photographer and started to record their human-like behavior and physical beauty. I also encountered similar breeds on the grounds of the zoo and at fountains along the beach. I shot over 350 images, not unusual for me when I become captivated by a subject.
I knew that I had other images of pigeons that I had taken in a number of countries around the world. I began to scan my files. It didn't take long before I had more than enough images to complete a modest book (The Lives of Pigeons: A Visual Diary).
A passionate photographer is much like an actor: a student of life. Both agents must be keen observers, selecting details that inform and interpret the world in which we live. A photographer captures a personal vision through still images, while an actor recreates an understanding of reality through physical action in space on stage, film, or through some other medium. The aim, however, is always the same: a desire to share what often goes unnoticed in the daily frenzy of living.
Arthur Ruffino
Arthur Ruffino is a retired educator and holds a PhD in speech, with an emphasis in dramatic literature. He has visited approximately 120 countries, with his camera as a constant companion. After health issues restricted his travels, he embarked on a project to edit the thousands of images he has accumulated from around the world. He recently published The Lives of Pigeons: A Visual Diary.

redpajama_set_name: RedPajamaCommonCrawl


text:
The Bridgers
terrydaly1
CROWDFUNDING APPEAL
On April 12th we launched a CROWDFUNDING APPEAL to raise funds to pay for improvements in our STORAGE FACILITIES, At present we are using the Gardeners Bowling Club and Terry & Pat Daly`s apartment to store everything, we are hoping that we can raise enough money to site a storage unit on Colliers Corner plus the cost of Planning permission and delivery of the unit, fortunately WIGAN MBC have donated one of their spare units for us to use, otherwise we wouldn`t have been able to raise enough money for our needs.
LAST DAY OF APPEAL IS MAY 3RD
I am delighted to announce that we reached our set financial target and can now proceed to complete the project by putting a Storage Unit onto Colliers Corner, fit it out to our requirements and landscape the area around the unit.
This unit will enable us to work from a central point and have all of our tools, equipment, materials etc to hand, it will make working on the village sites a lot easier and more efficient.
A MASSIVE THANKYOU TO EVERYONE WHO SUPPORTED OUR APPEAL AND WHAT THE BRIDGERS DO IN HOWE BRIDGE
There has been a development in our quest to put a Storage Unit onto Colliers Corner, The Environment Agency have objected to our application on the grounds that the unit would be too close to the existing water course, AND, there would be two trees that would have to be removed, the fact that we have planted several new trees onto Colliers Corner wasn`t taken into account, reason given is, there has to be at least Seven Metres between any structure and water course, BUT, we have found an alternative and acceptable site on the Howe Bridge Leisure Centre site, SO, this is being investigated and a request to put the unit on this site has been submitted to Wigan MBC and we are very optimistic that this request will be granted and we will have an appropriate and very useful storage facility for our tools and equipment.
Following this news, we received an invitation from Atherton Town Football Club to put the storage unit onto their site, we accepted and the unit is now in its new home.
We have spent a lot of time and money on the renovation of the storage unit ad it is now fully functional and looks great in its position at Atherton Town FC.
We are delighted with the final outcome of our long drawn out saga regarding the acquisition of our own storage facility.
CENOTAPH URBAN DESIGN AWARD
COLLIERS CORNER PONY
Over the Christmas period the Wicker Pony sustained a considerable amount of damage, possibly too much to repair so 2022 will be spent trying to raise funds to replace the wicker sculpture with someth
VILLAGE CLEAN-UP & LITTER PICK
Bridgers1999
©2021 by Bridgers1999. Proudly and thankfully created with Wix.com
by PHILLIP GILLIBRAND


fellow Americans, USSA athletes won 17 medals at the 2014 Olympic Winter Games.
• Increased fundraising to $6.2 million net to support athletic programs • Sold out all 400 USSA Gold Passes raising $4 million net.
the USSA Gold Pass sold out for the first time in the program's history and raised $4 million net for athletic funding.
2014-2015 season opening the door for $500,000 net of new funding for the athletes.
lift access at most resorts. This fully transferrable pass can be shared with anyone including family, friends and clients.
around the globe and access the highest-level sport science and medicine.


There are indications that the pupillary dilation response (PDR) reflects surprising moments in an auditory sequence such as the appearance of a deviant noise against repetitively presented pure tones (Liao, Yoneya, Kidani, Kashino, & Furukawa, 2016), and salient and loud sounds that are evaluated by human participants subjectively (Liao, Kidani, Yoneya, Kashino, & Furukawa, 2016). In the current study, we further examined whether the reflection of PDR in auditory surprise can be accumulated and revealed in complex and yet structured auditory stimuli, i.e., music, and when the surprise is defined subjectively. Participants listened to 15 excerpts of music while their pupillary responses were recorded. In the surprise-rating session, participants rated how surprising an instance in the excerpt was, i.e., rich in variation versus monotonous, while they listened to it. In the passive-listening session, they listened to the same 15 excerpts again but were not involved in any task. The pupil diameter data obtained from both sessions were time-aligned to the rating data obtained from the surprise-rating session. Results showed that in both sessions, mean pupil diameter was larger at moments rated more surprising than unsurprising. The result suggests that the PDR reflects surprise in music automatically.


This is one of the projects that I've been working on in my Surfacing E-Course with Diana Fayt. The image on the left side is the "inked" block, and the image on the right is the print it made on clay.
Thanks, Anne. Monoprinting has always been a mystery to me – I'm very glad for the instruction I'm getting in my e-course!
Thanks, Paul. Now, if only it could make it through the glazing process okay – it's always so unpredictable.
Good luck on that. Assuming we will see the finished product?
If the heron comes out half decent, I'll post it – sure!


These events receive very high exposure to the public and are well-attended. Sponsorships are available at all price points and Wausau Events is willing to work with organizations to create a sponsorship package that works for the sponsor and the community! For more information or to contact Wausau Events, please contact Executive Director, at execdir@wausauevents.org or 715-297-9531.
This event was new - and a hit - in 2015. A 5K race the Saturday morning of Balloon & Rib Fest that winds through the Southeast neighborhood that the Wausau Airport is located in.
Friday night at Marathon Park is the family night which includes bounce houses, crafts, food vendors, a petting zoo and a movie at dusk!
Not sure what event will maximize your sponsorship? Contact our Executive Director, and they can meet with you to find the right fit for your needs! Customization is always available, Wausau Events encourages all businesses to get involved and reap the benefits of a sponsorship of a community event.


I'm dusting off the old keyboard mostly for the sake of sanity. Today I wanted to talk about something that I've been dealing with lately, and still don't have a full grasp on. So why am I talking about it now? I was reading an article recently about social media (surprise, surprise) in relation to Instagram and choices. Essentially, it talked about how we now have too many choices and feel exhausted when we try to make any sort of decision. I could relate to this article a lot, in the sense that I feel like I'm in this constant state of being overwhelmed.
In the recent month, I've been trying to figure out why I've been feeling so burnt out. Not just in the sense of work, but more so creatively. Whether that's photography, graphic design, or even simple arts and crafts — I couldn't compel myself to get excited over anything. All while I was the busiest I had ever been with my photography business, my weekends were booked with shoots and I was bringing in some good side money. But man, I was burnt out.
At first I thought it was because of the holidays and I kicked myself for not being more in the holiday spirit. But then again, the more I thought about it I had been in holiday mode since the beginning of October — fun thing about being in marketing; you're always planning three months ahead.
Then one day my boyfriend made a comment to me, "Why are you doing all of this? You know it doesn't put you in a good mental state." The truth was I didn't have an answer for him. I was torn because I knew I couldn't do both. My job is demanding and it leaves me exhausted but I didn't want it to get in the way of the passion I had for photography. As much as I hated to admit it, something had to give…at least for the sake of my mental health.
At that moment, I felt a little unnerved. It has been such an important part of my life the last two years. I was worried I had burnt myself out. It's hard to explain but I'm going to try anyways, I simply had lost the urge to create. Which seems like such a foreign concept to me. But as I was reading that article, it suddenly clicked. I'd reached my mental capacity. All mental space had been used up. There wasn't any more room for creative inspiration. Yes, I know this is a sad realization and something that makes me sad when I think about it but I can't help the way I was feeling.
Fast forward a week, I finally had some time to catch up with myself and reflect. But even more important, I made it my mission to unplug. I deleted time-wasting apps, like Snapchat and Facebook. This helped me tremendously, I had time to read a book I'd been wanting to read for a while now. I allowed myself to sleep in until noon, which I can't remember the last time I did that. What I'd come to realize, was that with the desire to constantly create and feel like I'm accomplishing something, I forgot to take care of myself. I had put everyone else's needs in front of my own. Now that I've had some time to reflect, I feel more in tune with myself.
So, when I say it's okay to let the creative spark dim, I mean it. It may not feel great but everyone reaches that point sometime, whether it takes you a few weeks or months to get out of it, you can't beat yourself up. You can only take a step back, reflect on how you got to this point, take some time for yourself and regroup.


The first Europeans appeared in Indonesia in the 16th century, when the Portuguese traders sought the way of monopolization of the sources of nutmeg, cloves and cubeb pepper. The Dutch and British traders followed them, but only the Dutch could become a dominant European power and established the Dutch East India Company in Indonesia. When the company dissolved in 1800, the Netherlands established the Dutch East Indies as a nationalized colony.
Indonesia gained independence from the Netherlands only after the end of World War II. During the war Indonesia was occupied by Japan, that intensified the present struggle for independence. After surrender of Japan in the War, Sukarno, an influential leader of the country, proclaimed independence of Indonesia, that occurred on August 17, 1945. The Netherlands didn't recognize it till 1949.


text:
Island Antiques & Thrift Shop, 45-1127 Kamehameha Highway, Kaneohe, HI, 96744, stationery & office supplies
Hawaii - List of United States Wholesale trade - nondurable goods, Farm & Petroleum, Groceries & Chemicals
Island Antiques & Thrift Shop
Company Name: Island Antiques & Thrift Shop
Status: This location has Closed
State: Hawaii
County: Honolulu
City: Kaneohe
Address: 45-1127 Kamehameha Highway
Contact President: Stanely Wada
SIC code:	5112 Industry group: Wholesale trade-nondurable goods, Business category: Stationery & office supplies, Subcategory: Stationery & office supplies
Description: Island Antiques & Thrift Shop is a business categorized under stationery & office supplies, which is part of the larger category stationery & office supplies. Island Antiques & Thrift Shop is located at the address 45-1127 Kamehameha Highway in Kaneohe, Hawaii 96744. The President is Stanely Wada who can be contacted at (808)235-2233.
Review: Antiques | Thrift Stores, Stationery And Office Supplies
Working hours: Mon: 10:00 am - 06:00 pm, Tue: 10:00 am - 06:00 pm, Wed: 10:00 am - 06:00 pm, Thu: Closed, Fri: Closed, Sat: 10:00 am - 06:00 pm, Sun: 12:00 pm - 06:00 pm
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Photo from "Island Antiques & Thrift Shop"
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© 2015-2021 hawaii.wholesale-nondurable.org Wholesale trade - nondurable goods, Farm & Petroleum, Groceries & Chemicals, Stationery & Flowers


Using aid as the main incentive for democratic reform is not enough and real entrenched democratic values can only be achieved by employing a whole range of economic and diplomatic means, say experts.
Panellists at a recent event in Brussels gave a number of recommendations on how the European Union might have more success in supporting democracy in Partner countries, including setting more realistic goals and dropping its reliance aid only.
"You cannot bring about democracy in developing countries just on the basis of financial incentives," said Geert Laporte of ECDPM and panellist at a special event to mark International Day of Democracy on the 14 September 2012.
The event, 'EU Democracy Support and Engagement with Political Parties', was organised by George Dura of EuropeAid Unit D1 together with the European External Action Service, or EEAS, to take stock of the EU's policies and approach to democracy support and discuss options for its future development.
The EU is committed to the respect of democratic principles and human rights as part of the Commission's 'Agenda for Change', adopted in 2011. EuropeAid is increasingly applying these principles in its overseas development, results of which are available in the June 2011 report 'Delivering on Democracy'.
The September panel discussion focused on what the EU could do better to support democracy in partner countries and the role political parties could play.
Mrs Maria Leissner, Secretary General of the Community of Democracies agreed with fellow-panellist Mr Laporte.
Mr Laporte went further offering alternate ways in which international actors like the EU could entrench democracy.
Furthermore, Mr Laporte recommended that the EU takes efforts to build greater consistency into their democracy-related activities, accepting the EU particular position as an institution on many parts and some 27 Member States, all with distinct roles and possibly agendas.
One area the EU has identified for action is in offering support to political parties, according to Mr Dura.
"We have been involved as the EU in supporting political parties but we haven't done it very systematically over the years and it's been a part of our democracy support, an aspect that has so far been a little neglected when we compare it to support to parliament, media and civil society," said Mr Dura.
"We realise increasingly, also following events in the Arab world, how important it is to have democratic political parties – and viable political parties – to have sustainable transitions to democracy," he added. "They have to become partners in democratic transition [and]… fulfil their roles in society, in linking citizens to political institutions," he concluded.
Underpinning all the presentations at the International Democracy Day event, was a firm belief in the importance of understanding the context and actors in the EU's partner countries.
This fits well with the EC's prioritising of conducting Political Economy Analyses at delegation level.
"We should try to identify the actors and the drivers of change and these are not necessarily the ones that are in the formal institutions as we have seen with the Arab Spring revolution – they are sometimes dissidents, they are sometimes internet people, they are people who are not always well organised but they are a people who have a major mobilisation force," said Mr Laporte.
Conducting a Political Economy Analysis is a valuable means of developing the capacity of delegation staff and ensuring the EC programmes accommodate and respect the needs and constraints of the partner country.
Have a look at EU projects on Democracy, and discuss them in the Public group on Democracy on capacity4dev.eu.
This collaborative piece was drafted with input from George Dura, Maria Leissner and Geert Laporte with support from the capacity4dev.eu Coordination Team.


text:
Angels discover Blue Jays' weakness; They…
Angels discover Blue Jays' weakness; They rattle Toronto's bullpen in victory.
ANAHEIM — The Angels lost three of four games on their recent trip to Toronto but wasted little time in turning things around Tuesday night.
All the Angels had to do was find the Blue Jays' weakness and they had that figured out in the sixth inning.
Three relief pitchers took turns in trying to stop the Angels offense and by the time they did, the Angels had scored enough runs — all with two outs — to secure an 8-3 victory at Angel Stadium.
"We did a lot of things right on the offensive side," Angels manager Mike Scioscia said. "I think after they scored (in the top of the sixth inning), to come back and answer was big in that game."
Blue Jays starting pitcher Ted Lilly was touched up for three runs, including a two-run home run by Vladimir Guerrero — his 10th — in the third inning but most of the Angels' damage came after Lilly was out of the game.
The Blue Jays scored twice in the top of the sixth inning to cut the Angels' 3-0 lead to one run. But Jose Molina ignited a four-run rally in the sixth with an innocent-looking, two-out single to left field and a rare steal.
Molina's hit prompted Blue Jays manager John Gibbons to replace pitcher Jason Frasor with former Angel Scott Schoeneweis, but that move only benefited the Angels. Molina stole second base and scored on an Adam Kennedy hit to give the Angels a 4-2 lead.
The stolen base was the first for Molina this season. Scioscia said that he gave Molina the steal sign and the success of it seemed to ignite the Angels offense.
"We had an opportunity there and Jose got a good jump and beat the throw," Scioscia said. "Scott Schoeneweis was getting a little bit high at the plate, and they weren't holding Jose on. We saw an opportunity. We thought he could beat it and fortunately he did.
"It got a guy in scoring position. We had been quiet for a couple of innings and then when AK (Kennedy) rolled one through there it gave us a little more life."
Chone Figgins followed with a single that sent Kennedy to third base and Schoeneweis out of the game. Figgins stole second base with Justin Speier on the mound and scored, along with Kennedy, when Orlando Cabrera lined a hit to left.
Tim Salmon doubled, sending Cabrera to third, but the Blue Jays opted to walk Guerrero intentionally. Cabrera scored on a wild pitch to give the Angels a 7-2 lead.
The beneficiary of the run production was starter Ervin Santana, who picked up his fourth victory in five decisions. Santana pitched into the seventh inning but left with two outs and runners at first and third.
"Everything is good," Santana said. "Everything was working. My last outing and this outing were the best that I had during this year. I was concentrating more and trying to keep the ball down."
The Blue Jays loaded the bases in the ninth inning off of Scot Shields but Shields got Alex Rios out on a ground ball to end the game.


text:
Sarajevo Siege Novel Celebrates Decency Under Fire
Source: http://www.balkaninsight.com/
Wartime Sarajevo-based correspondent Kevin Sullivan's new novel The Longest Winter tries to reflect the humanity and courage of people living in the Bosnian capital during the 1992-95 siege.
Eleanor Rose BIRN Sarajevo
The Grbavica district of Sarajevo just after the war. Photo: US Defence Department.
In Kevin Sullivan's living room, there is a framed photograph of himself lying in a debris-strewn road in central Bosnia, having just driven over a landmine.
On the left of the shot is a Reuters vehicle; and Sullivan lies, dazed, to the right – just a metre from another unexploded mine.
It's an odd memento, but it marks an important event in Sullivan's life that links that day in January 1993 to today's Sarajevo launch of his novel The Longest Winter.
One of 11 novels written by Sullivan, who now lives in Sarajevo, this one is particularly important – a "labour of love", he says, that he hopes his 17-year-old daughter will turn to if she ever wishes to learn about her parents' experience of the war.
"It is my testament of our experience for her one day, if she ever wants to read it," he says.
Sullivan, then a foreign correspondent, spent time in Bosnia in 1992 and 1993 reporting for the newswire United Press International, UPI.
The mine accident changed the course of his war. Flown out for medical care by the RAF – and acutely aware of how privileged he was as a foreigner compared with Bosnians trapped in the conflict – he spent three months away.
It was in hospital in Glasgow as he recuperated that Sullivan began a first draft – at that time full of immediate reportage, and raw with horror and an eyewitness's outrage at what was happening in the besieged city of Sarajevo.
Kevin Sullivan. Photo: Sulejman Omerbasic.
When he returned three months later, inspired by a sense of solidarity with the city's residents as well as the fact he had started dating Marija, who is now his wife, staff at Split airport took one look at his crutches and refused to let him on the plane - "but they finally gave in".
Back in the western suburb of Alipasino Polje with Marija and her mother and brother, he learned what it was like not to be the empowered foreigner but the man who could not walk properly and needed to be brought coffee.
He finished the first draft of the novel there, relying on a friend's sister, a nurse, to remove his final stitches in the living room.
But the book, which took more than 20 years to finish, was something Sullivan came back to again and again over the years and amid his travels to other postings, as he redrafted and refined it.
Today, the softly-spoken Glasgow-born writer says ahead of the Thursday-evening Sarajevo launch of the novel that the final product is a "more considered" version.
It has more fully-drawn characters, and explores the theme of what he calls "the extraordinary dignity and decency" of ordinary people who suffered during the 1992-95 conflict.
"That's something that has been buried under a blanket of cynicism in the last 20 years, and I've actually watched that being dismantled and denigrated," he says.
But the solidarity of the people of Sarajevo was "no myth", he insists with emphasis, and belies the narrative of ethnic division that was imposed on the conflict from the beginning.
Despite the reality of a number of "monsters" doing terrible things, "in '92 and '93, every second person you met was saying 'We can live together' and 'I don't hate anybody and I refuse to fall into the trap of being bitter', and so on," he says.
"Very often the people who were saying those things were not necessarily well-educated university professors or politicians, they were just ordinary people who asserted a sort of common-sense decency where people really quietly, courageously helped their neighbours."
The novel follows three main characters against the backdrop of two real-life events: the assassination of a government minister, and a fierce battle in the winter of 1992 in nearby Otes, in which Sarajevo's defenders fought to repel Bosnian Serb forces advancing on the city.
Terry, a British doctor, arrives unprepared for a harrowing mission, shaking with fear as her transport careens into the city in a hail of gunfire.
Brad, an American journalist, is trying to salvage a reputation that was damaged on his previous job.
Milena, a young woman from eastern Bosnia who has fled her home and her husband, now works in a Sarajevo bar frequented by "men who like killing".
The narrative brings the three together in a quest to save a seriously ill boy.
In one of Milena's early scenes, she plays the piano in a borrowed apartment in a western suburb as the snow falls outside – one of the kind of everyday, humanising moments that Sullivan was unable to use for his news reports as a foreign correspondent during the war.
"Oddly enough you can come closer to the truth in certain ways through fiction than through fact," he says, explaining that his journalistic bulletins often featured the numbers of casualties and shells fired into the city each day.
One of the reasons, he says, is that you simply have more space in a novel.
"The other is that, being a reporter, you'll be in situations where you are reporting something and, at the same time, what really gets you is that you were sitting with these people drinking coffee and smoking cigarettes, and one of them said this incredibly funny thing that was also very sad," he explains.
Sullivan also cites a children's singing competition that left him "emotionally affected" at the time, since it was emblematic of ordinary people's will to keep functioning despite fears that the event could be targeted.
When asked if he is nervous about the book's reception in Bosnia, where feelings about the war still run high, Sullivan is careful to point out that his novel represents his own view as an outsider.
Rather than pretending to represent everybody's experience, he says, it is his own, and is "partisan to the people of Sarajevo" – including all the Serbs, Croats and Bosnian Muslims who suffered together in the siege – since it would have been impossible to spend so much time in the city and not identify with them.
Sarajevo is still a special place to Sullivan.
He returned after eight years spent in Singapore and Spain to take a job in 2001 in the office of the High Representative to Bosnia – the international official responsible for overseeing implementation of the Dayton Agreement that ended the war.
He is now communications manager for the International Commission on Missing Persons, founded in 1996.
"I always thought that this is a country that can succeed, that can prosper and be secure and can deliver a decent standard of living to its residents," he says – a goal that has been hampered by the replacement of a discourse of inclusivity with a simpler narrative and the rise of chauvinism.
Unfortunately over the past 25 years, "the weight of disappointment has been such as to almost invalidate" the stand that Sarajevo people took in solidarity in the face of aggression; and today, "the country is more divided than it was".
But, he adds, "If this book can be a small contribution, it will I hope be to describe to people – in case it has been forgotten – that there was a time when, in the greatest difficulty, citizens articulated decency, self-respect, generosity, and common sense.
"And from my point of view as an outsider, that remains enormously impressive."
'The Longest Winter' is published by Twenty7 and available in English now. It will be available in local language from December from bookshops in Sarajevo and elsewhere in the region.
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A group of friends are sitting around a table in a pub. Carol asks Dave to hold her hand, then goes up to the bar to order a round of drinks. When she returns, all the others are accusing Dave of being a cheat. Both Dave and Carol are single, so why all the fuss?
Carol asked Dave to hold her hand *of cards*, since they were sitting around a table playing poker. He was a cheat not because he hit on Carol, but because he looked at her cards while she was gone.
The friends are playing poker. Carol gave her hand of cards to Dave, so she could go get drinks. Dave checked out the cards (not to mention Carol) before she got back.
Were they playing the card games?
They are playing cards, and dave looked at her hand.
they're playing cards–dave was asked to hold carol's "hand" of cards and subsequently looked at its contents.
They are playing cards, and Dave has looked at Carol's hand.


text:
Q: How do I successfully implement my .h file to my main .cpp file to make it run without errors The code is supposed to take the class from the .h file and use it in the main to create a custom pet synopsis that can be stored later in another text file. I haven't made the modular extraction to a text file yet because I need to get it at least working and able to actually compile and return the different arrays that make up the custom pet synopsis.
/usr/bin/ld: /tmp/: in function `__static_initialization_and_destruction_0(int, int)':
program3.cpp:(.text+0x411): undefined reference to `dog_list::dog_list()'
/usr/bin/ld: program3.cpp:(.text+0x426): undefined reference to `dog_list::~dog_list()'
collect2: error: ld returned 1 exit status

My .h file
#include<iostream>
#include<cstring>
#include<cctype>
#include<fstream>
using namespace std;
const int SIZE = 20;
const int END = 11;
class dog_list
{
    public:
    dog_list();
    ~dog_list();
    void record_pets();
    private:
    char name[SIZE];
    char breed[SIZE];
    char species[SIZE];
    char service[SIZE];
    char special[SIZE];
};
dog_list op;

void record_pets();

my main .cpp file
#include "program3.h"
int main()
{
       op.record_pets();
        return 0;

}

void dog_list::record_pets()
{
    char personal_list[SIZE];
    int i = 0;
    char again;

    do
    {

        cout << "Enter in pets name: ";
        cin.get(op.name,25,'\n');
        cin.ignore(100,'\n');
        cout << endl << "Enter breed of pet:  ";
        cin.get(op.breed, 25, '\n');
        cin.ignore(100,'\n');
        cout << endl << "Enter species: ";
        cin.get(op.species,25,'\n');
        cin.ignore(100,'\n');
        cout << endl <<  "Enter in service qualifications: ";
        cin.get(op.service,25,'\n');
        cin.ignore(100,'\n');
        cout << endl << "Enter in special notes: ";
        cin.get(op.special,25,'\n');
        cin.ignore(100,'\n');
        cout << endl;

        cout << "Name:  " << op.name << endl;
        cout <<"Breed: " <<  op.breed << endl;
        cout << "Species: " << op.species << endl;
        cout << "Service Qualifications: " << op.service << endl;
        cout << "Special Notes: " << op.special << endl;

        cout << "Pet saved! Would you like to enter another pet? Y/N: " << endl;
        cin >> again;
        cin.ignore(100,'\n');
        cout << endl;

        if(again == 'y')
        {
            again = toupper(again);
        }

    }while(again == 'Y' && i <= END);
    {
        ++i;
    }
}

A: You never implement the constructor and destructor, you just declare it:
dog_list();
~dog_list();

You have to implement it, for example, in main.cpp:
dog_list::dog_list() = default;
dog_list::~dog_list() = default;

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