HBO and Matt Judge’s Silicon Valley has risen to be one of the most enthralling and hilarious comedies on television today. The 30 minute show, now in its third season, perfectly captures its moment in the famed tech center. Of particular interest to me have been the portrayals of the show’s lawyers. They span the gamut, from cool and competent Ron Laflamme (Ben Feldman) to the hapless gaggle Gavin Belson (Matt Ross) seems to berate on a daily basis.
I am going to discuss some of the recent events in the show from a legal affairs planning perspective. In the show, the outrageous Erlich Bachman has foisted Nelson “Big Head” Bighetti into a lopsided partnership. Big Head’s approach to capturing Silicon Valley wealth is to just ride on the coattails of the more charismatic characters he encounters. And so, even though it was highly inadvisable as made abundantly clear by his “business manager,” (not an attorney, but a CPA type person), Big Head allows himself to be conjoined with Erlich. As the business manager in the show declaims, this is equivalent to getting married to someone. Let me explain a little further why Big Head’s move here is so inadvisable, for although humor is a useful plot device, there is wisdom to be learned from parody.
It’s hard to express how important it is to scrutinize potential partners with extreme care. Understand that partners are joint and severally liable for the liabilities of the partnership. And partners are general agents with the power to bind the company by their acts. What that means for Big Head is that he’s equally on the hook for the giant Alcatraz-cum-Luau party which Erlich throws with no expense on food and decoration spared, of course. Recall, this spectacle is called Bachmanity Insanity, as if the point could be made any clearer. We know from Erlich’s dialogue in the show that the combined net worth of the partners is something like $20,053,000, and we know that Big Head got $20 million from his termination package from Hooli (btw, the fact that he signed an NDA means the tables are about to flip). So where do you think the money for the party is coming from? Where will money for anything down the road come from? The show has done a very pointed job of showing us that it will, of course, come from Big Head. And that’s the precise reason why you form an LLC and sign an operating agreement! Don’t just let your project mire in the partnership phase. Get your affairs sorted out by a professional.
I think Mr. Bighetti is about to become the show’s second rags-to-riches-to-rags story, the make-believe version of Elizabeth Holmes. But don’t worry. Bighead will get through it. An invisible lawyer is going to keep him out of jail. Because as we know, white collar criminals don’t go to jail in this country (i’m joking, to a certain extent). I am guessing Big Head’s ineptitude saves him in the end, which would strike a similar chord to the “affluenza” argument of recent fame. It will sound like, “I didn’t do anything wrong, because I don’t know how to do anything!”
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Misha is the owner of Speedwell Law, PLLC. If you would like assistance in setting up your own LLC operating agreement Misha can be reached at (703) 553-2577 or firstname.lastname@example.org.
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