The problem of Dragon*Con
I'd like to start with stating that I do not support Ed Kramer nor do I condone his abuse of the legal system to avoid standing trial. I don't know if he's guilty or not, but witnesses say he's capable of perfect motion when he's not in court, despite his sudden requirement of a motorized chair and breathing support when he appears before a judge or stays in lockup. It has the appearance of a farce, regardless of any further judgements that may befall him, and I have serious issues with someone who from all reports pretends to be disabled to deny others their day in court. I want him to meet justice, whatever that is, so this can be resolved.
However -- some recent movement on his income from his Dragon*Con (D*C) investment has caused people to want to boycott the event entirely. If you didn't know, Kramer is still a significant shareholder of D*C and thus benefits yearly from any profit that the con reports after all the numbers settle out. Some reports say he has made as much as $150,000 in a year. This offends a rather vocal group who has announced that they are not going to return and are suggesting strongly that others join them. If you wish to do so for personal reasons, that's cool. Each of us has to make our decisions based on our worldview and understanding of our place in it. I have no problem with you for doing so.
I, on the other hand, won't be joining in the boycott. Again, I remind you that I do not support Kramer. Even if D*C does by virtue of having to pay profits out to the partners that own shares, that doesn't make me a supporter of his. And, as an eternal member, I don't spend money on memberships each year, so I don't give money directly to D*C anymore anyway. What I do, is support the con, the people there, the great collection of fandom, and the events that happen when you get 50,000 or so people together in one place. It's unique in the south, and I find it a worthwhile event.
I'd like YOU to think it is worthwhile, too! And, yet, there is this big negative cloud hanging over it these days. If we're going to get past that to showcase the positives, we need to make a change. And, that change is somewhat obvious -- We need to get Kramer out of D*C so people don't feel like this is a problem anymore. But, how? It's not going to be easy, or very likely, possible in any reasonable sense. Each of the partners owns D*C shares and thus owns the concept of D*C, it's intellectual property (IP), it's assets such as the guest contact database and list of all previous attendees, contracts and liabilities held with vendors, etc. D*C is a property of some serious value in the form of a for-profit corporation. Kramer knows what he's got in his portfolio.
It has been suggested that the other partners just buy Kramer out. This was attempted, but he's not selling. See, as long as he's going to be "disabled", he needs a steady income that doesn't involve working. D*C provides that, so he's not going to allow it to go away. He's even got a pending lawsuit against D*C because he believes he is being underpaid. He attended briefly, with his attorney as I understand it, to try to get a count of the number of people at the show to prove he was being cheated. It was bit of an issue at the time that he was on property as there were key restraining orders in place that were being seriously tortured if not bent to screaming. His dedication to keeping that income source is obvious. This tactic is just not viable.
Some wondered if the corporation had a morality clause that could be invoked to prevent bad acts from hurting the con. There may be such a clause as Kramer is more or less banned from attendance and has been pushed to the side already. He is a shareholder but has no input into operations in any other way. And so D*C may have done all they are allowed to do under their charter/bylaws/operating document. More may be possible later, but as for now, this is a non-starter.
Another suggestion would be to create a new corporation in which Kramer is not a shareholder, then transfer the D*C assets. As D*C is a for-profit entity, and the new entity would be, likewise, such a transfer is called a "sale" and requires moving money. The new entity would need a strong cash reserve and would have to pay fair market value for all the hard assets and IP it acquired. And, upon doing so, would enrich D*C to the tune of potentially millions. And, Kramer would get a MASSIVE payout. Such a windfall would look just as bad, and raising that kind of capital is not a reasonable proposition just to reorganize. A large loan might cover it, but then D*C would have to raise rates to recover that loss of almost 1/3 of the value of everything it owns plus corporate interest, and that would be a bitter pill for the con community.
Another voice threw out that D*C could just transfer the assets, but none of the liabilities, to the new corporation, leaving Kramer in a world of hurt. This is such an obvious and actionable event that the current lawsuit would clearly preclude such attempts to deprive him of proper recovery and compensation. It just won't work. Nothing can be moved without payment, and that goes back to enriching Kramer, yet again. This one is clearly dead on arrival.
In fact, there is no way that D*C ownership can take any legitimate action that looks like they are squeezing him out, honestly, with that pending lawsuit hanging over their heads. They tried with the buyout, then got stuck in the system. The only way D*C doesn't pay Kramer is if they make nothing (meaning the partners, too, get nothing for a year's work) by having just as many costs as income or do whatever else it is that his shares are paid under, or if they shut down entirely. Such an action might also be actionable as an attempt to deprive, as D*C is not suffering attendance or losing money. So, it'll have to have a major failure to do that. For THAT to happen there will need to be such an outcry that no brand, no name, no studio, no writer, no retailer will want to be associated with D*C as tainted goods. And, why isn't there such an outcry?
Because, for all of this, Kramer is still innocent in the eyes of the court. He's just accused, not convicted, and so he's not got the extra gravitas of one who can be labeled in the news as an actual criminal.
Now you see why I want his day in court. A lot of things get a lot easier when the jury tenders a verdict.
However -- some recent movement on his income from his Dragon*Con (D*C) investment has caused people to want to boycott the event entirely. If you didn't know, Kramer is still a significant shareholder of D*C and thus benefits yearly from any profit that the con reports after all the numbers settle out. Some reports say he has made as much as $150,000 in a year. This offends a rather vocal group who has announced that they are not going to return and are suggesting strongly that others join them. If you wish to do so for personal reasons, that's cool. Each of us has to make our decisions based on our worldview and understanding of our place in it. I have no problem with you for doing so.
I, on the other hand, won't be joining in the boycott. Again, I remind you that I do not support Kramer. Even if D*C does by virtue of having to pay profits out to the partners that own shares, that doesn't make me a supporter of his. And, as an eternal member, I don't spend money on memberships each year, so I don't give money directly to D*C anymore anyway. What I do, is support the con, the people there, the great collection of fandom, and the events that happen when you get 50,000 or so people together in one place. It's unique in the south, and I find it a worthwhile event.
I'd like YOU to think it is worthwhile, too! And, yet, there is this big negative cloud hanging over it these days. If we're going to get past that to showcase the positives, we need to make a change. And, that change is somewhat obvious -- We need to get Kramer out of D*C so people don't feel like this is a problem anymore. But, how? It's not going to be easy, or very likely, possible in any reasonable sense. Each of the partners owns D*C shares and thus owns the concept of D*C, it's intellectual property (IP), it's assets such as the guest contact database and list of all previous attendees, contracts and liabilities held with vendors, etc. D*C is a property of some serious value in the form of a for-profit corporation. Kramer knows what he's got in his portfolio.
It has been suggested that the other partners just buy Kramer out. This was attempted, but he's not selling. See, as long as he's going to be "disabled", he needs a steady income that doesn't involve working. D*C provides that, so he's not going to allow it to go away. He's even got a pending lawsuit against D*C because he believes he is being underpaid. He attended briefly, with his attorney as I understand it, to try to get a count of the number of people at the show to prove he was being cheated. It was bit of an issue at the time that he was on property as there were key restraining orders in place that were being seriously tortured if not bent to screaming. His dedication to keeping that income source is obvious. This tactic is just not viable.
Some wondered if the corporation had a morality clause that could be invoked to prevent bad acts from hurting the con. There may be such a clause as Kramer is more or less banned from attendance and has been pushed to the side already. He is a shareholder but has no input into operations in any other way. And so D*C may have done all they are allowed to do under their charter/bylaws/operating document. More may be possible later, but as for now, this is a non-starter.
Another suggestion would be to create a new corporation in which Kramer is not a shareholder, then transfer the D*C assets. As D*C is a for-profit entity, and the new entity would be, likewise, such a transfer is called a "sale" and requires moving money. The new entity would need a strong cash reserve and would have to pay fair market value for all the hard assets and IP it acquired. And, upon doing so, would enrich D*C to the tune of potentially millions. And, Kramer would get a MASSIVE payout. Such a windfall would look just as bad, and raising that kind of capital is not a reasonable proposition just to reorganize. A large loan might cover it, but then D*C would have to raise rates to recover that loss of almost 1/3 of the value of everything it owns plus corporate interest, and that would be a bitter pill for the con community.
Another voice threw out that D*C could just transfer the assets, but none of the liabilities, to the new corporation, leaving Kramer in a world of hurt. This is such an obvious and actionable event that the current lawsuit would clearly preclude such attempts to deprive him of proper recovery and compensation. It just won't work. Nothing can be moved without payment, and that goes back to enriching Kramer, yet again. This one is clearly dead on arrival.
In fact, there is no way that D*C ownership can take any legitimate action that looks like they are squeezing him out, honestly, with that pending lawsuit hanging over their heads. They tried with the buyout, then got stuck in the system. The only way D*C doesn't pay Kramer is if they make nothing (meaning the partners, too, get nothing for a year's work) by having just as many costs as income or do whatever else it is that his shares are paid under, or if they shut down entirely. Such an action might also be actionable as an attempt to deprive, as D*C is not suffering attendance or losing money. So, it'll have to have a major failure to do that. For THAT to happen there will need to be such an outcry that no brand, no name, no studio, no writer, no retailer will want to be associated with D*C as tainted goods. And, why isn't there such an outcry?
Because, for all of this, Kramer is still innocent in the eyes of the court. He's just accused, not convicted, and so he's not got the extra gravitas of one who can be labeled in the news as an actual criminal.
Now you see why I want his day in court. A lot of things get a lot easier when the jury tenders a verdict.