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CopperheadOS is undergoing a company takeover (gitlab.com)
53 points by yegortimoshenko 1 hour ago | hide | past | web | favorite | 56 comments

This CEO is absolutely toxic. He's coming here, insulting everyone who disagrees with him and is essentially trying to attack the CTO as a person.

Hopefully this will get forked and the CEO will learn a lesson of respect and self control.

On reading the linked legal documents [0][1], it seems that the CEO is trying to make the case that the CTO is focusing on CopperheadOS in a development role, rather than looking at it as a product. I don't know if that's true or not, but I could see why it would lead to this conflict.

However, I'm curious how Copperhead the company can send these letters demanding that the 50% co-owner do this or that. As equal owner, couldn't he respond to these letters by asking the company lawyers to send a letter back to the CEO making similar demands? Is the CEO "more in control" than the CTO because CEO is a higher position, even though they're equal partners?

[0]: https://paste.xinu.at/RrWPGW/

[1]: https://paste.xinu.at/MBEyCM/

The letters also say that the CEO is sole director of the corporation, which might be relevant?

IANAL, but if the operating agreement is set up so that the CEO has a specific power, then the next layer up would be for the shareholders to amend the operating agreement. If the CEO and CTO are equal partners, neither would be able to obtain a majority vote and the operating agreement would stay as it is - assuming, of course, that the agreement requires a majority vote for amendment.

It sounds like the CEO de facto controls the company in this case, and can ignore the other shareholder at will. He could block communications with him and basically have a silent partner.

Sorry, I'm unfamiliar with with corprate structure - would that mean he's the only member of the board? In that case I suppose I see how he could be the one making demands, since the CTO with only a 50% share wouldn't be able to restructure the board to include himself.

The articles clearly state that we're interested in Daniel Micay adopting a refined CTO role, rather than a absentee one.

"refined" ie put in a place where you can control him explicitly

The letter outlines the actions we would like him to take as the CTO. If you note, we said that we would prefer to move with him towards refining the CTO role - it's all there.

Actually, the letter says "On the assumption that you have no wish to depart the Company, the elements of a CTO job description the Company considers important are set out in the attached proposed job description. We invite your comments on that draft." So without the contents of the attachment, we can't know what actions you're saying you expect of him.

Who's we here? The documents seem to imply that you have 50%, Daniel has 50%. Are you referring to yourself in plural?

Copperhead is more than just Daniel and myself.

Who is 'we'? Don't be coy.

Why publicly name out real people who may not have any involvement in this issue whatsoever? What did they do to deserve that?

spoken like a true Machiavellian

Sounds to me like the company is doing what it needs to do to maintain a going concern and ensure it has the paperwork in place for any future transaction (investment or sale). The company has to have an operating agreement with all employees' contracts in place especially the higher-up/founders as well as ensure it's IP is properly accounted for. Kinda reminds me of when the agency in Mad Men merges and Draper doesn't have an actual contract. Sorry for any spoilers. To me it sounds like this guy is unwilling to have other people access the IP which in any business is necessary. Worked at a company where the former CMO was the only person who had access to the FB page and was fired. We didn't get access back till months later and fortunately without any legal intervention. No one person should have sole access to such critical functions.

Edit: should note (although obvious) I am not privy to all the conversations these parties have had so I am only aware of what has been posted.

I am simply an observer, but the fact that the CEO is here in the comment section of HN slinging mud is pretty telling.

I mean, I understand the desire to stand up for oneself, but there are probably better avenues that a CEO should take.

such as sending a legal letter hoping for a peaceful resolution?

Previous actions aside, when is it ever a good idea to argue with internet trolls in _any_ comment section as a CEO? Especially when it involves executive level disputes?

What could you possibly gain that would be a net gain from commenting here? Aren't you concerned about customer and investor blow back from you simply commenting outside of a legal letter seeking a peaceful resolution?

You'll probably get the most mileage out of a coding bootcamp or a CS degree. As a non-technical founder you face an insurmountable knowledge and culture gap.

You're assuming I'm not technical.

Can anyone explain what’s going on to those who aren’t aware of the situation?

Also, the tweets seem to have been deleted, did anyone archive them?

CEO of the company, James Donaldson, wants to boot off Daniel Micay, CTO of Copperhead and the main developer behind CopperheadOS project. Both have 50% shareholder stake. As of now, Daniel Micay can't use Copperhead branding anymore, and is locked out of his own work (because copyright has been assigned to the company), and can only use CopperheadOS under CC-BY-NC-SA.

A gross, and rather damaging, over-simplification.

Daniel Micay is still a majority shareholder of Copperhead and thus, any damage he does to the company with this leaking (and media coverage) is damaging himself and the Company we've all worked for.

I'm basing my gross over-simplification off this letter: https://gitlab.com/yegortimoshenko/copperhead-takeover/blob/...

It says quite clearly that you a) believe copyright belongs to the company, b) want him to give all access to infrastructure, c) revoke his access to Copperhead branding.

What exactly have I got wrong or over-simplified?

This is kinda how building business around tech & IP works. The IP (copyright, patents, etc.) is assigned to the company so when they seek investment the investors know what they are getting. That or the IP is licensed which doesn't appear to be the case. The guy assigning the IP still owns it given he is a 50% shareholder. IMO this bike shredding of an issue is more detrimental to the going concern of the project than anything. The guy wrote the majority of the code it would be moronic for him to get booted which is why I highly doubt the other dude is trying to get rid of him and this is a misunderstanding of how this process works.

It's weird to me. Because on the one hand I can see your point of view, on the other hand - if the CTO of a company is withholding access to things from the CEO that's strange. Is that a recent development, or is that just to prevent the CEO taking control? I don't know.

It seems possible one of them is a bad egg. Or perhaps they have just had a very bad falling out. It does appear to be the case that because one guy is a/the coder, everyone is being more sympathetic to him. I haven't chosen a side yet - and I'm still reading through everything.

Hopefully this gets resolved and after it the bad egg (if one exists) leaves the company.

I don't think "wants to boot" is an accurate conclusion from a, b, and c; someone working in a company (as opposed to someone working on a personal project alone) should assign copyright to the company and share infrastructure / account access with other people in the company.

(Also I think it's super weird for you to use HN as a forum to push this dispute.)

I think those are the archives of the tweets.

Also, I think @CopperheadOS changed their twitter ID to @DanielMicay. If you go to Google's cache of @CopperheadOS [1] and click on the date next to one of the tweets (example [2]), it redirects to the live version of the tweet under @DanielMicay.

[1] https://webcache.googleusercontent.com/search?q=cache:bgK8U6...

[2] May 22 https://twitter.com/CopperheadOS/status/998953746833944576 > This account covers the technical side of CopperheadOS. >Please send all questions about sales to sales@copperhead.co. >The customer support system should be used for official support or the subreddit (https://www.reddit.com/r/CopperheadOS/ ) for community support. > Can't help with either here."

I couldn't find archived links, but there are a few mentions: https://www.google.com/search?q="Copperhead+as+a+company+doe...

Never going to touch this shit. So-called secure and private but at least one of the founders is untrustworthy (since each is essentially calling the other out, at least one of them is in the wrong).

This is why after incorporation, you should transfer the rights to all code, trademark and other Intellectual Property to the company to prevent the situations like this.

These conflicts should be resolved by the board.

You're 100% correct. :(

Lesson learned - we started Copperhead as privacy advocates and hackers, not MBA infused business developers.

Curious if anyone managed to screenshot or archive the tweets, as the entire account has been removed from twitter it would seem. Always interested in these kinds of stories/drama as case studies for what to look out for in future endeavors.

note: I'm James Donaldson, the CEO of Copperhead.

We're hoping there is a peaceful resolution to this. It's VERY unfortunate that Daniel Micay is airing dirty laundry - internal confidential documents that are directed towards him (ironically, from a @gmail.com account,as he refuses to answer from his @copperhead.co address now). ESPECIALLY from a company asset (@copperheadOS) that is damaging to Copperhead the company, our users and our employees.

As it currently stands, Daniel Micay has been and still is a majority shareholder of Copperhead.

I'm interested and open to discussions regarding these issues. Feel free to email me - james.donaldson@copperhead.co

note: I've been advised that getting involved can only unfortunately only further complicate things. Feel free to reach out to me with questions.

Thanks for the feedback everyone.

Daniel Micay is literally the guy behind Copperhead. He is the author of overwhelming majority of commits to CopperheadOS repos and almost single-handedly maintains hardened Linux kernel. Quite literally: open any repo in https://github.com/Copperhead or https://github.com/CopperheadOS and look how much thestinger (Daniel Micay) has been working on all of this.

What you're doing is despicable and unfair. Please resign.


How many commits do you have? If the answer is 0, whatever you've been doing was probably not as productive or useful as anything your partner has been doing for years. If the guy who has written 90% of the code ghosts his CEO co-founder, my bet is it's the CEO being useless and not the CTO and I trust his word way more than yours. Regardless of how the CTO has handled this, you are clearly in the wrong somehow.

> How many commits do you have? If the answer is 0, whatever you've been doing was probably not as productive or useful as anything your partner has been doing for years.

Tell me, does your employer's CEO have as many commits in the codebase as you do?

If not, why are you working for this CEO instead of for yourself?

edit: yes, in our case the CEO actually got his hands dirty when he had his idea and wrote a huge amount of code with no prior experience until the company had enough momentum to hire developers. A lot less than you would ever do clearly, based on your responses.

Look at who you're replying to. I'm not the CEO. I'm not affiliated with Copperhead at all. I'm a random systems programmer who actually knows the subject area.


Exactly! (FWIW, I don't think fighting this in the court of public opinion, district of Hacker News is worth your time. The venue is prejudiced to believing that systems programming is a rare skill and we must all bow down to people who can do it, which is certainly not my experience as an actual systems programmer.)

If you think so little of yourself, why should we listen to you? I'm not saying we should all bow down to systems programming, I just think "CEO" is a role that doesn't need to exist for a company like this. You could probably roll up most of the daily duties of said CEO and have them carried out by an intern-level sales guy. Technical people should be setting the direction of technical projects. When they don't have the skillset, they should delegate. There is no need for this amorphous "CEO" person who has tons of power but no skills to back it up. The exception is if they came up with the idea, and helped execute it from the beginning.

Very good ones do, or at least could if they wanted to

Sales is means, not a goal in and of itself. What you're suggesting is a broken economic model that doesn't honor people that add to the world (i.e. authors).

This shouldn't even be a profitable company -- it should be a non-profit open source project.

Out of curiosity, are you familiar with strcat's previous involvement and later dis-involvement in the Rust community? (slash, were you, when you started working with him?)

It's not my story to tell at all, as someone who's not a Rust core contributor or anything (and certainly wasn't at the time), but http://slash-r-slash-rust.github.io/archived/2u1dme.html is part of it. (IIRC the /r/rust mods archived that thread on GitHub as a compromise between deleting something from Reddit and leaving something Googleable with his name.) There was a lot of dirty laundry in public and my impression is that neither he nor the Rust core maintainers left that situation happy.

Yes, amongst other involvements.

I'm all about benefit of the doubt. It's obviously biting us in the butt right now, but again - I'm hoping for a peaceful resolution.

> It's VERY unfortunate that Daniel Micay is airing dirty laundry

>ironically, from a @gmail.com account,as he refuses to answer from his @copperhead.co address now

Go on...

I, as well as all other people in Copperhead, would prefer this issue disappear and we can go back to protecting our users.

However, now that the cat is out of the bag: if you notice, the letters are addressed to danielmicay@gmail.com because he refused to answer (or use PGP regarding these answers, which has me believe he's okay with Google reading our internal drama) using his Copperhead email address.

As if Google even cares about this. Seriously, check your ego. You are just focusing on the gmail thing to take focus away from whatever the actual dispute is.

> if you notice, the letters are addressed to danielmicay@gmail.com

Why do you think that is?

> However, now that the cat is out of the bag

Go on...

It seems like the company must cease operations if they can not agree. Is that the case?

This would be the last option. Copperhead and CopperheadOS are too important a product and company to just disappear because of one minor business dispute.

Isn't all the code on GitHub so anyone could continue working on it?

It's under non-free license (Creative Commons non-commercial).

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