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Lorraine Williams: Is it Time for a Reevaluation?
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<blockquote data-quote="Snarf Zagyg" data-source="post: 8434844" data-attributes="member: 7023840"><p><strong>This is part 1 of my comments- this is just about the Buck Rogers Thing. Please ignore if you don't care (and you shouldn't). Part 2 will be my general observations about the other comments. Then I'm moving on. <img src="https://cdn.jsdelivr.net/joypixels/assets/8.0/png/unicode/64/1f642.png" class="smilie smilie--emoji" loading="lazy" width="64" height="64" alt=":)" title="Smile :)" data-smilie="1"data-shortname=":)" /></strong></p><p></p><p>So here is my original comment-</p><p></p><p><em>Oh, the Buck Williams thing? Without going too far into the weeds, not the best look, but also not surprising in closely-held corporations. It wasn't a factor in TSR's demise.</em></p><p></p><p>So let's talk about this. Williams was the majority (overwhelming majority, if not sole) owner of TSR. TSR is a closely-held corporation. This makes it very different than a public corporation, or even a private corporation with numerous shareholders. Let's use a quick example to understand why (and I apologize to the extent that I have to be both pedantic and reductive, but that's the point we are at)-</p><p></p><p>Start with the premise- what is purpose of a corporation. Why, to maximize profits. Why? To increase the value to the <em>shareholders</em>. Corporations exist to make the owners (shareholders) money. We all understand that.</p><p></p><p>So, public corporation will have executives making decisions on behalf of the owners. If that executive is making a decision to enrich himself (let's say, by diverting money to his other business interests) instead of the corporation, that's bad and unlawful. Because it's not going to the owners of the company.</p><p></p><p>On the other hand, imagine you own a company. If you make a decision to enrich yourself (say, by increasing your dividends instead of the salaries of the employees), that might or might or not be a good business decision, but there's nothing inherently wrong with it. The entire purpose of the corporation is to make money for ... the owners of the company.</p><p></p><p>The takeaway from the first part of this is that we view interested transactions of closely-held (or owner-controlled!) conrporations differently. </p><p></p><p>Obviously, that's not the end of it- there's a further fiduciary issue with self-dealing (aka, interested transactions). Basically, it is fair dealing (think of this as transparency) and at a fair price? The fair price matters even more, because there are additional tax implications. </p><p></p><p><em>Whew. </em></p><p></p><p>That's the basic layout. Now, how does this work in practice? Well, let's start by looking at what TSR was doing before Lorraine took over. I'm just going to illustrate some examples-</p><p></p><p>A. TSR would identify properties to buy, then the principals (G+BB) would buy those properties and TSR would rent from them. The upshot, of course, is that the G+BB would end up with a steady stream of income to pay off the mortgage that they got for the properties in question. </p><p>B. Dragon Magazine (owned by TSR) would use Gygax's wife's company for ad sales, which was an incredibly lucrative business. </p><p>C. TSR would acquire companies owned by Blume relatives (such as the infamous crafts company).</p><p>D. TSR had the entire Gygax family on the payroll.</p><p>E. TSR had the entire Blume family on the payroll. And the Blume extended family on the payroll. And the extended extended family. </p><p></p><p>...and so on. Literally, there's more. </p><p></p><p>Let's start by acknowledging that none of this is uncommon for closely-held private corporations. Family on the payroll? Check. Doing business with other family businesses? Check. In fact, things such as (A) are so common, and so advantageous for various reasons, that it is somewhat uncommon not to see it. </p><p></p><p>In my opinion, none of the above is bad <em>in of itself</em>. A is common. B is fine so long as it was at a fair price. C might have been okay (but ... yeah, that wasn't a fair price). D & E weren't egregious necessarily, except for the fact that the favoritism and lack of ability of some of these individuals destroyed morale, really hurt the company (the Purchasing Dept. saga) and led to one incident that was beyond the pale (paying one Blume's college tuition and full TSR benefits and a stipend so they could be qualified for the job they were previously holding!). </p><p></p><p>Now, let's compare this with the Buck Rogers saga. Yes, Lorraine William had a pecuniary interest in Buck Rogers IP. Yes, TSR paid for it. That's always the end of the analysis. Seriously, it's always, "BUT BUCK ROGERS!"</p><p></p><p>Fine. Show me the receipts. Show me that Lorraine was not paying the correct ("fair") price for it. Show me that it was treated differently. Because otherwise, we have the usual situation- </p><p></p><p>Lorraine owned one company. Lorraine was familiar with another product she had the rights in. Lorraine may have thought she could leverage the two together, and she did. At the time, it wasn't unthinkable (the TV show had just ended in 1981, and was incredibly popular in syndication in the early 80s along with BSG). </p><p></p><p>I don't see what's wrong with that. Could it have been wrong? Sure! The thing is, I've done a lot of work with closely-held corporations and licensing ... and this (alone) isn't remarkable. So if you want to say this is bad ... where are the receipts?</p><p></p><p>And to say that this caused TSR to fail doesn't match up with the timeline. Did the 1988 boardgame or RPG make it fail? Or was it the 1993 game? And did it fail <em>because it was Buck Rogers</em>, or because it was a non-D&D product? Did Amazing Engine (released at the same time) save TSR? .... Dragonstrike (HA!)?</p><p></p><p></p><p>Cool story, right? But what do I really have a problem with (clearly I do, since I just wrote an ESSAY!). It's the unthinking vilification. Peel away the layers. Lorraine hated gamers (well, maybe?). Lorraine wouldn't let people playtest (not really true). Lorraine was mean to everyone (except the people who say she was unfailingly polite). </p><p></p><p>BUT BUCK ROGERS! Great. Buck Rogers. Whenever Gygax is brought up, do people reflexively say "OH MY GOD, LOOK AT ALL THE SELF-DEALING!" Because that was a heckuva lot worse. Nope. Do they bother producing receipts? Nope Because Lorraine Williams is evil, so it must have been bad. Even though ... and I can't believe I have to say this ... because it was well-known that she actually had this interest, and because she wasn't a fool, I can't imagine that she didn't engage in a market-rate transaction (of course, anything is possible). </p><p></p><p>People have formed their opinions, and they need something to hold onto. I think it's worth examining why people have those opinions, and how they formed. Because, at the end of the day ... it is "SCOREBOARD." The company didn't survive, and she did sell. </p><p></p><p>So ... why the vilification? Why is Lorriane Williams held out for such special contempt? That's part 2.</p></blockquote><p></p>
[QUOTE="Snarf Zagyg, post: 8434844, member: 7023840"] [B]This is part 1 of my comments- this is just about the Buck Rogers Thing. Please ignore if you don't care (and you shouldn't). Part 2 will be my general observations about the other comments. Then I'm moving on. :)[/B] So here is my original comment- [I]Oh, the Buck Williams thing? Without going too far into the weeds, not the best look, but also not surprising in closely-held corporations. It wasn't a factor in TSR's demise.[/I] So let's talk about this. Williams was the majority (overwhelming majority, if not sole) owner of TSR. TSR is a closely-held corporation. This makes it very different than a public corporation, or even a private corporation with numerous shareholders. Let's use a quick example to understand why (and I apologize to the extent that I have to be both pedantic and reductive, but that's the point we are at)- Start with the premise- what is purpose of a corporation. Why, to maximize profits. Why? To increase the value to the [I]shareholders[/I]. Corporations exist to make the owners (shareholders) money. We all understand that. So, public corporation will have executives making decisions on behalf of the owners. If that executive is making a decision to enrich himself (let's say, by diverting money to his other business interests) instead of the corporation, that's bad and unlawful. Because it's not going to the owners of the company. On the other hand, imagine you own a company. If you make a decision to enrich yourself (say, by increasing your dividends instead of the salaries of the employees), that might or might or not be a good business decision, but there's nothing inherently wrong with it. The entire purpose of the corporation is to make money for ... the owners of the company. The takeaway from the first part of this is that we view interested transactions of closely-held (or owner-controlled!) conrporations differently. Obviously, that's not the end of it- there's a further fiduciary issue with self-dealing (aka, interested transactions). Basically, it is fair dealing (think of this as transparency) and at a fair price? The fair price matters even more, because there are additional tax implications. [I]Whew. [/I] That's the basic layout. Now, how does this work in practice? Well, let's start by looking at what TSR was doing before Lorraine took over. I'm just going to illustrate some examples- A. TSR would identify properties to buy, then the principals (G+BB) would buy those properties and TSR would rent from them. The upshot, of course, is that the G+BB would end up with a steady stream of income to pay off the mortgage that they got for the properties in question. B. Dragon Magazine (owned by TSR) would use Gygax's wife's company for ad sales, which was an incredibly lucrative business. C. TSR would acquire companies owned by Blume relatives (such as the infamous crafts company). D. TSR had the entire Gygax family on the payroll. E. TSR had the entire Blume family on the payroll. And the Blume extended family on the payroll. And the extended extended family. ...and so on. Literally, there's more. Let's start by acknowledging that none of this is uncommon for closely-held private corporations. Family on the payroll? Check. Doing business with other family businesses? Check. In fact, things such as (A) are so common, and so advantageous for various reasons, that it is somewhat uncommon not to see it. In my opinion, none of the above is bad [I]in of itself[/I]. A is common. B is fine so long as it was at a fair price. C might have been okay (but ... yeah, that wasn't a fair price). D & E weren't egregious necessarily, except for the fact that the favoritism and lack of ability of some of these individuals destroyed morale, really hurt the company (the Purchasing Dept. saga) and led to one incident that was beyond the pale (paying one Blume's college tuition and full TSR benefits and a stipend so they could be qualified for the job they were previously holding!). Now, let's compare this with the Buck Rogers saga. Yes, Lorraine William had a pecuniary interest in Buck Rogers IP. Yes, TSR paid for it. That's always the end of the analysis. Seriously, it's always, "BUT BUCK ROGERS!" Fine. Show me the receipts. Show me that Lorraine was not paying the correct ("fair") price for it. Show me that it was treated differently. Because otherwise, we have the usual situation- Lorraine owned one company. Lorraine was familiar with another product she had the rights in. Lorraine may have thought she could leverage the two together, and she did. At the time, it wasn't unthinkable (the TV show had just ended in 1981, and was incredibly popular in syndication in the early 80s along with BSG). I don't see what's wrong with that. Could it have been wrong? Sure! The thing is, I've done a lot of work with closely-held corporations and licensing ... and this (alone) isn't remarkable. So if you want to say this is bad ... where are the receipts? And to say that this caused TSR to fail doesn't match up with the timeline. Did the 1988 boardgame or RPG make it fail? Or was it the 1993 game? And did it fail [I]because it was Buck Rogers[/I], or because it was a non-D&D product? Did Amazing Engine (released at the same time) save TSR? .... Dragonstrike (HA!)? Cool story, right? But what do I really have a problem with (clearly I do, since I just wrote an ESSAY!). It's the unthinking vilification. Peel away the layers. Lorraine hated gamers (well, maybe?). Lorraine wouldn't let people playtest (not really true). Lorraine was mean to everyone (except the people who say she was unfailingly polite). BUT BUCK ROGERS! Great. Buck Rogers. Whenever Gygax is brought up, do people reflexively say "OH MY GOD, LOOK AT ALL THE SELF-DEALING!" Because that was a heckuva lot worse. Nope. Do they bother producing receipts? Nope Because Lorraine Williams is evil, so it must have been bad. Even though ... and I can't believe I have to say this ... because it was well-known that she actually had this interest, and because she wasn't a fool, I can't imagine that she didn't engage in a market-rate transaction (of course, anything is possible). People have formed their opinions, and they need something to hold onto. I think it's worth examining why people have those opinions, and how they formed. Because, at the end of the day ... it is "SCOREBOARD." The company didn't survive, and she did sell. So ... why the vilification? Why is Lorriane Williams held out for such special contempt? That's part 2. [/QUOTE]
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