"Former Yahoo CEO Marissa Meyer is closing the doors on her consumer software startup Sunshine, and is selling the company’s assets to her new AI startup, Dazzle" and "all of Sunshine’s employees will move to the new company".
Under what conditions is it better to buy the assets and hire the employees instead of just change the name and product offering of the company? Is it just to get the investors off the cap table?
Indeed; and when you don't want the brand it's even more ideal. We saw a few months ago an example of the "new company" buying the brand and the assets but not the liabilities, including some suckers who bought "lifetime" subscriptions[1] from the old owners that they allegedly didn't even disclose, and which legally speaking weren't the liability of this random unrelated company which just bought the assets and the brand of the defunct company who made the promises.
In this case though with a new name and product that won't be an issue.
[1] someone else will remember the name of that company - it escapes me
It's not specifically against a law but debtors who got shafted can choose to sue the "old" and "new" companies under a few broader laws, basically alleging "I had a valid contract with the old company but this sale is a sham transaction to get out of the contract and 'NewCo' is unjustly enriching themselves by screwing us 'OldCo' debtors." IANAL but my sense is such a case can be won but is far from a slam dunk and it will cost money and take time. Debtors will have to decide if they are out enough money to be worth sinking more money into recovering it. This kind of move might also be an aggressive escalation tactic in a hardball negotiation with debtors unwilling to renegotiate on acceptable terms. It's possible that the OldCo/NewCo people doing this may choose to leave certain assets in OldCo to make legal challenges less likely to prevail than if they'd completely emptied out OldCo.
Other impacts can include future potential NewCo lenders being pretty leery about getting involved with the same people. It's also not a great look for the founder(s)/senior execs in terms of future resume - unless there are extenuating circumstances which justify doing it. An example can be something like a fundamental disagreement between co-founders who are major shareholders. In that scenario this may not be to shaft debtors but rather for the majority co-founders, investors and key employees to 'dump' a minority non-cooperating co-founder who's no longer involved with the company, has a "change of control" veto and won't sell their shares but can't stop an asset sale. Basically the board approves the sale and the key execs/employees all vote with their feet. The original OldCo shareholders still own those shares, they're just worthless without the people, IP, assets, etc. In such a case, the non-cooperating shareholder might have grounds to sue but one defense can be a solid paper trail showing the company treated them fairly, offered to buy out their shares at fair market value and was basically forced into this as the only alternative.
It's not illegal just (possibly) shady, but there are ways to link the former company's liabilities to the purchaser in some situations in some jurisdictions. That may apply here but that's for a whole court to decide.
This is why I said ostensibly. I think it should be assumed the financial parts were done on the up and up. Such that disclosures and such can waive a lot of the concerns that would make it illegal.
Valuable to new investors. Old investors get hosed. I really struggle with these sorts of situations. She’s presumably doing something similar with the new company so all the old investors who didn’t participate (presuming a pay to play) get hosed. Is that really fair?
In my experience, the alternative to a pay to play or similar situation in which the old investors get hosed is the company dying, so they get hosed anyway. The fact is, a messed up cap table or zombie company is not attractive to new investors, so cleaning it up is an unfortunate necessity.
One way to look at it is do you want zero or do you want pennies on the dollar for it?
Is it crappy? Yeah. Doubly so if being abused by the founder. There is a version of this that is just the best of two bad options though.
It leaves a bad taste in my mouth when the founder doesn't share the same pain as the investors and the employees but such is life and it's hard to draw a line anyway, especially for someone super rich and with star power like her.
IMO the investors deserve a fair price for her 'buying' her old trash. I assume they won't get it and she'll be able to buy her old trash for pennies, probably 100 of them.
A typical startup would require the consent of a majority of the investor shares for a sale of all the assets, so there would be investor protection and consent to this type of a transaction.
And indeed this article says “Almost all of Sunshine’s investors, who include Norwest Venture Partners, Felicis Partners, and SV Angel, have signed off on the deal, Wired cited the sources as saying.”
So the investors think whatever is happening is a fair deal.
Clean cap table and she probably provided a decent amount of the funding for the first startup. It's also more than likely a tax thing here. I don't think people ought to get too obsessed with the contractual details on this one.
There are lots of ways to see dimes in these scenarios like signing bonuses or bonuses for closing the funding or selling shares into the new funding. Also she already has more dimes than this failed attempt can bring so it isn't as big of an impact as it would be to someone with nothing.
It's "valuable" to the company and to new investors. It's quite the opposite to old investors. In the world of public companies, a "liquidate a shell company" trick like this is presumptively fraud. If you want to liquidate the company you have to buy back the stock at market price, not whatever your purchaser is offering.
It's legitimate only if the existing investors are getting enough liquidity back from the sale to make it worth the transaction. The article says that "almost" all the investors are on board, so... maybe.
Liabilities don’t transfer, Corporate structure doesn’t transfer, and as you point out investors don’t either.
Soft liabilities may be significant. For example here we are talking about the move. The headline “Sunshine launches Dazzle” is about a failing company and we wouldn’t be talking about it on the HN front page.
And if you are adequately capitalized (you probably are not), starting a new company is an easy business decision. And if you are a serial entrepreneur, starting new companies is what you do.
Mayer's track record is good enough that she's able to attract new investors easily enough but I wonder if they actually expect a return or if they see it as a lottery ticket.
First a contacts app that bombed, and now an ai assistant? I fear she’s stuck in the past and now is in a beyond crowded space. Have any of her attempts post google worked?
She is clearly an amazing negotiator if nothing else. She made a spectacular amount of money running yahoo even faster into the ground. Imagine being paid 100M just to go away. Inspiring in its own way.
> Yes. She made a tremendous amount of money for herself while failing miserably at Yahoo!.
I was at Yahoo from 2004-2011, so I've got my opinions, but I think failing miserably at Yahoo is like the default option. It was a great gig to take in 2012 --- if you do well, well then it's clearly your leadership; if you don't do well, it's that Yahoo wasn't salvageable.
It depends on what you think she is attempting. If you consider that she is attempting to maintain a certain standard of living, then yes, it is working. There is a strange reality where you can get other people to pay you millions of dollars a year because somebody else previously paid you millions of dollars a year. You might have to keep shuffling who pays you, though.
According to the article it’s largely self paid. I’d also be surprised anyone for a pre-product startup is being paid millions a year to run it… even her.
How did Sunshine operate for so long? I remember when it was announced and nobody understood what it was for. It never gained adoption. Presumably never had much, if any, revenue. Was it pure vanity?
A history of failures period. She surfed google's wave of success before proving conclusively at yahoo that it couldnt have had anything to do with her.
I often do that frequently. I should do it, but forget to not fully proof read after a quick edit. I also regularly leave out n't a lot when changing where a negation happens (see above).
"In hindsight, the ad slogan 'Sunshine on your privacy' was a little too obvious, even for modern consumers. Let's Dazzle them with the next shiny thing instead."
A lot of misunderstanding here about "why would you invest in someone who has failed?"
An investor is a gambler. Not just on past success, although I'm sure Marissa has had some successes even if people don't know them.
They gamble on:
1) Has this person got the experience (good or bad) to run a business. A failed business leader is a better gamble than someone with no experience.
2) Does this person have a strong network so they can realistically pull in some really good people?
3) Has this person raised capital before?
4) Do they have a convincing narrative about why they have failed and what they might do differently?
5) Is the potential ROI high?
6) Do I have anything else I could invest in instead with better odds?
If I think as an Investor and not as an Engineer, I am not surprised that she has succeeded and I wish her all the best.
i use Sunshine contacts, its pretty nice. I used to have a work phone, my personal phone, and tons of linkedin and Gmail contacts, and I use Sunshine to sync them all to icloud. Works well! Was always super put off by the photos app, but I just never used it.
I like Marissa Mayer, but I'm shocked at how little investment these apps got over the years, despite being the *only* apps they offered. What was this startup lab even doing? For five years!!
You are buying the assets from the previous company but not its liabilities. So the previous company can file for bankruptcy without affecting the new company.
Also, since the new company is buying the assets, it improves the books in the old company and the extra funds will be used to pay off some of the debtors without the debtors being able to access the assets in the new company.
Yes, and this is an editing fault. Even top-tier writers make this sort of mistake, albeit rarely. You write it one way, then you decide to write it the other way, then your cat interrupts you, and you forget to take out the original.
Hilarious! My son is taking Honors English in the 10th grade and I am constantly finding those kinds of mistakes in his writing assignments because he gets distracted by his phone a lot. He also adds a lot of extra sentences that say nothing of value, which I remove. I guess I'm his editor.
It's crossed my mind that a couple of a certain class of typos in a document has become a signal of authenticity. It's only a matter of time* before we see prompting or even manual editing adapt to falsify that signal.
* before this comment gets a single upvote, somebody will have vibe-coded this
And when it's offered for free once, it's then a race to the bottom. People in general don't understand the value of curation nor quality, especially when it comes to information. So it's hard for well-curated high quality information to remain because it costs money to make it.
The AI would, hands down, write a better sentence if you compared the output quality of an author writing 10,000 words per day with an AI writing 10,000 words per day. Or make the AI write 100,000 words per day, it could write sentences better than that 24/7 without breaking a sweat, while the human would literally be incapable of achieving this goal.
But if you gave both a month to write the best 400 word article they could possibly generate on a particular subject, the human author would dominate. Give them time to make a few drafts, to research and think and talk to people, to edit and reorganize and restart and rehearse, and they'll produce something that's worth being read and re-read and considered thoughtfully by thousands of people.
The problem is that the journalism industry has become optimized to generate content to be skimmed by a few people and read by thousands of bots.
> But if you gave both a month to write the best 400 word article they could possibly generate on a particular subject, the human author would dominate.
"Former Yahoo CEO Marissa Meyer is closing the doors on her consumer software startup Sunshine, and is selling the company’s assets to her new AI startup, Dazzle" and "all of Sunshine’s employees will move to the new company".
Under what conditions is it better to buy the assets and hire the employees instead of just change the name and product offering of the company? Is it just to get the investors off the cap table?
Ostensibly, it is in what you left out of your question? If you can buy the assets, specifically, you can not buy the liabilities.
Obviously, getting some people off of obligation lists is one of them. There could be others?
Indeed; and when you don't want the brand it's even more ideal. We saw a few months ago an example of the "new company" buying the brand and the assets but not the liabilities, including some suckers who bought "lifetime" subscriptions[1] from the old owners that they allegedly didn't even disclose, and which legally speaking weren't the liability of this random unrelated company which just bought the assets and the brand of the defunct company who made the promises.
In this case though with a new name and product that won't be an issue.
[1] someone else will remember the name of that company - it escapes me
Publisher's Clearing House went through bankruptcy and stopped paying "lifetime" annuities from before reorganization.
https://apnews.com/article/publishers-clearing-house-bankrup...
Is it not illegal in the US to break up a company to isolate liabilities?
It's not specifically against a law but debtors who got shafted can choose to sue the "old" and "new" companies under a few broader laws, basically alleging "I had a valid contract with the old company but this sale is a sham transaction to get out of the contract and 'NewCo' is unjustly enriching themselves by screwing us 'OldCo' debtors." IANAL but my sense is such a case can be won but is far from a slam dunk and it will cost money and take time. Debtors will have to decide if they are out enough money to be worth sinking more money into recovering it. This kind of move might also be an aggressive escalation tactic in a hardball negotiation with debtors unwilling to renegotiate on acceptable terms. It's possible that the OldCo/NewCo people doing this may choose to leave certain assets in OldCo to make legal challenges less likely to prevail than if they'd completely emptied out OldCo.
Other impacts can include future potential NewCo lenders being pretty leery about getting involved with the same people. It's also not a great look for the founder(s)/senior execs in terms of future resume - unless there are extenuating circumstances which justify doing it. An example can be something like a fundamental disagreement between co-founders who are major shareholders. In that scenario this may not be to shaft debtors but rather for the majority co-founders, investors and key employees to 'dump' a minority non-cooperating co-founder who's no longer involved with the company, has a "change of control" veto and won't sell their shares but can't stop an asset sale. Basically the board approves the sale and the key execs/employees all vote with their feet. The original OldCo shareholders still own those shares, they're just worthless without the people, IP, assets, etc. In such a case, the non-cooperating shareholder might have grounds to sue but one defense can be a solid paper trail showing the company treated them fairly, offered to buy out their shares at fair market value and was basically forced into this as the only alternative.
It's not illegal just (possibly) shady, but there are ways to link the former company's liabilities to the purchaser in some situations in some jurisdictions. That may apply here but that's for a whole court to decide.
https://kddk.com/2015/07/30/successor-liability-in-the-purch...
This is why I said ostensibly. I think it should be assumed the financial parts were done on the up and up. Such that disclosures and such can waive a lot of the concerns that would make it illegal.
There are non-financial liabilities, as well.
Clean cap table is quite valuable.
Valuable to new investors. Old investors get hosed. I really struggle with these sorts of situations. She’s presumably doing something similar with the new company so all the old investors who didn’t participate (presuming a pay to play) get hosed. Is that really fair?
In my experience, the alternative to a pay to play or similar situation in which the old investors get hosed is the company dying, so they get hosed anyway. The fact is, a messed up cap table or zombie company is not attractive to new investors, so cleaning it up is an unfortunate necessity.
Maybe the company should just die? It failed and now they’re spinning out… why?
It did die.
One way to look at it is do you want zero or do you want pennies on the dollar for it?
Is it crappy? Yeah. Doubly so if being abused by the founder. There is a version of this that is just the best of two bad options though.
It leaves a bad taste in my mouth when the founder doesn't share the same pain as the investors and the employees but such is life and it's hard to draw a line anyway, especially for someone super rich and with star power like her.
I want zero. Give the LPs a loss and move on.
IMO the investors deserve a fair price for her 'buying' her old trash. I assume they won't get it and she'll be able to buy her old trash for pennies, probably 100 of them.
A typical startup would require the consent of a majority of the investor shares for a sale of all the assets, so there would be investor protection and consent to this type of a transaction.
And indeed this article says “Almost all of Sunshine’s investors, who include Norwest Venture Partners, Felicis Partners, and SV Angel, have signed off on the deal, Wired cited the sources as saying.”
So the investors think whatever is happening is a fair deal.
51% of investors agreeing isn’t necessarily fair. That could be 1 or 2 large investors hosing everyone else.
Do you know which investor isn’t cruising over?
The article says it was largely self funded so maybe she would lose the most.
The chosen and the hosen
Lmao I’m stealing this
Given that her old company basically pissed away $20 million, what kind of idiot would be willing to invest in her new company?
And should those idiots be avoided, as well?
According to Gemini:
Norwest Venture Partners: A venture capital firm that invested in Sunshine.
Felicis Partners: A venture capital firm that also backed Sunshine.
Ron Conway's SV Angel: An early-stage venture fund that invested in Sunshine.
Archetype Agency: A public relations firm that was a Sunshine shareholder.
This time it will different;)
Sometimes you do the hosing, sometimes you're the one getting hosed
Clean cap table and she probably provided a decent amount of the funding for the first startup. It's also more than likely a tax thing here. I don't think people ought to get too obsessed with the contractual details on this one.
If she has any investors with preferences, she probably isn’t seeing a dime.
There are lots of ways to see dimes in these scenarios like signing bonuses or bonuses for closing the funding or selling shares into the new funding. Also she already has more dimes than this failed attempt can bring so it isn't as big of an impact as it would be to someone with nothing.
What does a "a tax thing" mean then?
She has a lot of dimes already
It's "valuable" to the company and to new investors. It's quite the opposite to old investors. In the world of public companies, a "liquidate a shell company" trick like this is presumptively fraud. If you want to liquidate the company you have to buy back the stock at market price, not whatever your purchaser is offering.
It's legitimate only if the existing investors are getting enough liquidity back from the sale to make it worth the transaction. The article says that "almost" all the investors are on board, so... maybe.
Liabilities don’t transfer, Corporate structure doesn’t transfer, and as you point out investors don’t either.
Soft liabilities may be significant. For example here we are talking about the move. The headline “Sunshine launches Dazzle” is about a failing company and we wouldn’t be talking about it on the HN front page.
And if you are adequately capitalized (you probably are not), starting a new company is an easy business decision. And if you are a serial entrepreneur, starting new companies is what you do.
the old "burn down the restaurant to avoid taxes, build new restaurant under another name" play common here in the San Gabriel valley area...
Because you can get rid of liabilities...
The eternal sunshine of the spotless start-up.
Mayer's track record is good enough that she's able to attract new investors easily enough but I wonder if they actually expect a return or if they see it as a lottery ticket.
The Adam Neumann-effect. Wasting alot of investor money indicates that you got the know how to do it again.
I mean it is a hard to make people give you other peoples money which is worth investing in.
I think VCs see those things as one :)
First a contacts app that bombed, and now an ai assistant? I fear she’s stuck in the past and now is in a beyond crowded space. Have any of her attempts post google worked?
>Have any of her attempts post google worked?
Yes. She made a tremendous amount of money for herself while failing miserably at Yahoo!.
Oh, you mean attempts at getting workable, groundbreaking new products out into the market with success? No.
She is clearly an amazing negotiator if nothing else. She made a spectacular amount of money running yahoo even faster into the ground. Imagine being paid 100M just to go away. Inspiring in its own way.
> Yes. She made a tremendous amount of money for herself while failing miserably at Yahoo!.
I was at Yahoo from 2004-2011, so I've got my opinions, but I think failing miserably at Yahoo is like the default option. It was a great gig to take in 2012 --- if you do well, well then it's clearly your leadership; if you don't do well, it's that Yahoo wasn't salvageable.
I was there too. The Alibaba investment is what doomed Yahoo. Investors wanted their money and didn't care at all about Yahoo's core business.
It depends on what you think she is attempting. If you consider that she is attempting to maintain a certain standard of living, then yes, it is working. There is a strange reality where you can get other people to pay you millions of dollars a year because somebody else previously paid you millions of dollars a year. You might have to keep shuffling who pays you, though.
According to the article it’s largely self paid. I’d also be surprised anyone for a pre-product startup is being paid millions a year to run it… even her.
You just need to be lucky once
This person has a history of failures venturing on their own.
How she gets any investment going anymore is a great mystery.
People still give Adam Neumann money
Early investors made a ton so why not? Left SoftBank and the public cash you out! Gold mine.
Some people get investment money again and again and again and again and all their failures are somehow positive things.
How did Sunshine operate for so long? I remember when it was announced and nobody understood what it was for. It never gained adoption. Presumably never had much, if any, revenue. Was it pure vanity?
I thought Americans figured that was the best thing ever or something.
A history of failures period. She surfed google's wave of success before proving conclusively at yahoo that it couldnt have had anything to do with her.
[dead]
> Both apps have been downloaded just over 1,000 times on the Google Play Store.
The company had raised about $20 million in 2020.
$20K per free app download?
It was a paid subscription!
Now that’s some CAC!
Seems like a non-story? Person starts a company and for legal or other technical reasons needs to restructure it. This happens all the time.
and, as per the article, largely self-funded.
"due to privacy concerns about privacy"
This strikes me as a particularly funny typo
Probably wrote "due to concerns about privacy" then realized it should be "due to privacy concerns" and forgot to remove the original bit.
Many such cases.
I often do that frequently. I should do it, but forget to not fully proof read after a quick edit. I also regularly leave out n't a lot when changing where a negation happens (see above).
"In hindsight, the ad slogan 'Sunshine on your privacy' was a little too obvious, even for modern consumers. Let's Dazzle them with the next shiny thing instead."
A lot of misunderstanding here about "why would you invest in someone who has failed?"
An investor is a gambler. Not just on past success, although I'm sure Marissa has had some successes even if people don't know them.
They gamble on: 1) Has this person got the experience (good or bad) to run a business. A failed business leader is a better gamble than someone with no experience. 2) Does this person have a strong network so they can realistically pull in some really good people? 3) Has this person raised capital before? 4) Do they have a convincing narrative about why they have failed and what they might do differently? 5) Is the potential ROI high? 6) Do I have anything else I could invest in instead with better odds?
If I think as an Investor and not as an Engineer, I am not surprised that she has succeeded and I wish her all the best.
Could there also be 7) Can I sell or offer something to this new company and prop up my other parts of my portfolio?
> Originally founded in 2018, Sunshine first launched with a subscription app for contact management, dubbed “Sunshine Contacts.”
I'm sure the new venture will be just as disruptive.
As long there is new logo designed by founder/CEO I am in.
i use Sunshine contacts, its pretty nice. I used to have a work phone, my personal phone, and tons of linkedin and Gmail contacts, and I use Sunshine to sync them all to icloud. Works well! Was always super put off by the photos app, but I just never used it.
I like Marissa Mayer, but I'm shocked at how little investment these apps got over the years, despite being the *only* apps they offered. What was this startup lab even doing? For five years!!
If anyone has a replacement I am all ears
Time to load up the Marissa laugh loop on YT while reading this
What's the benefit of this paperwork re-arrangement?
You are buying the assets from the previous company but not its liabilities. So the previous company can file for bankruptcy without affecting the new company.
Also, since the new company is buying the assets, it improves the books in the old company and the extra funds will be used to pay off some of the debtors without the debtors being able to access the assets in the new company.
restructuring
What Got You Here Won't Get You There.
But of course she will.
"Slorp is now BONTO!"
Another whiff of 2001. I wonder if they will remove all the copper wiring and toilet paper from the office before they vanish?
"That product saw little adoption due to privacy concerns about privacy, and pretty much languished."
- A professional writer
Getting rid of editors happened at the same time as shorter deadlines. I'm sympathetic.
Yes, and this is an editing fault. Even top-tier writers make this sort of mistake, albeit rarely. You write it one way, then you decide to write it the other way, then your cat interrupts you, and you forget to take out the original.
Hilarious! My son is taking Honors English in the 10th grade and I am constantly finding those kinds of mistakes in his writing assignments because he gets distracted by his phone a lot. He also adds a lot of extra sentences that say nothing of value, which I remove. I guess I'm his editor.
Makes sense, lack of editors is why all my essays in high school weren’t any good either
Typos and grammatical errors are common in journalism nowadays, even with formerly respected organizations like APNews.
It's crossed my mind that a couple of a certain class of typos in a document has become a signal of authenticity. It's only a matter of time* before we see prompting or even manual editing adapt to falsify that signal.
* before this comment gets a single upvote, somebody will have vibe-coded this
I think they're pointing out that the sentence is symmetric.
"That product saw little adoption" - "and pretty much languished."
"privacy concerns" - "about privacy"
Tautologically redundant is how I’ve heard other professional writers older and wiser than I am refer to this occurrence.
I really enjoy how that phrase is also an example of itself- such a great term!
Department of Redundancy Department
They’re also popping up in fiction novels. You have to treat these findings as a free gift or otherwise you will waste emotional energy for nothing.
I think it boils down to you get what you pay for. If information is free, it will become same as noise.
And when it's offered for free once, it's then a race to the bottom. People in general don't understand the value of curation nor quality, especially when it comes to information. So it's hard for well-curated high quality information to remain because it costs money to make it.
The article also misspelled her last name.
Why can't "AI" be used to fix such errors
Unless this grammatical error is extremely common, LLMs should make this an easy one to detect (relatively low probability of next token)
Why not use "AI" to fix human error (like this one, presumably) instead of expecting people to fix "AI" output
Ironically, an AI would write a better sentence than this professional writer.
The AI would, hands down, write a better sentence if you compared the output quality of an author writing 10,000 words per day with an AI writing 10,000 words per day. Or make the AI write 100,000 words per day, it could write sentences better than that 24/7 without breaking a sweat, while the human would literally be incapable of achieving this goal.
But if you gave both a month to write the best 400 word article they could possibly generate on a particular subject, the human author would dominate. Give them time to make a few drafts, to research and think and talk to people, to edit and reorganize and restart and rehearse, and they'll produce something that's worth being read and re-read and considered thoughtfully by thousands of people.
The problem is that the journalism industry has become optimized to generate content to be skimmed by a few people and read by thousands of bots.
> But if you gave both a month to write the best 400 word article they could possibly generate on a particular subject, the human author would dominate.
What proof is there for this?
[dead]
Poor style gives a sense of character and authenticity.
In a text from a friend maybe. This is a professional news publication.