
The Introduction: News in Brief
- Spotify joins Big Tech job cuts.
- PayPal planning digital wallet – first step to digital currency?
- Netflix going to limit password sharing access.
- Antifa riots rock Atlanta.
- Manchin wants to be President. (Explains the WEF simping last week).
- Musk details injuries he and family suffered from Covid vaccine.
- Scott Adams admits vaccine skeptics right.
- Positive sign: more employers dropping college degree requirement for jobs.
- Massive withdrawal requests from Blackstone’s real estate arm.
- SCOTUS asks Biden admin for response on state laws restricting social media.
Wisdom of the Day: “Tom, don’t let anybody kid you. It’s all personal, every bit of business.” Mario Puzo, The Godfather.
The Evidence: Barnes Daily Curated Library
1. Secrecy and democracy don’t mix. https://www.tabletmag.com/sections/news/articles/secrecy-is-for-losers-jacob-siegel
2. Left perspective: Will remote work hurt society and cost employees? https://freddiedeboer.substack.com/p/remote-work-shifts-costs-from-management
3. Even the establishment medical publications now questioning Covid vaccine. https://www.nejm.org/doi/full/10.1056/NEJMp2215780?query=recirc_mostViewed_railB_article
4. Recession signals. https://www.zerohedge.com/economics/widespread-weakness-across-us-leading-economic-indicators-signal-recession-near-term
5. Deep State under increasing public skepticism. https://www.americanthinker.com/articles/2023/01/president_deep_state.html
*Bonus: Girl asks police to check Christmas cookies to see if Santa was really the one who ate them. https://apnews.com/article/oddities-politics-rhode-island-b045272efca9d026c0be0c2cd74a6f55?__s=w83k5lc0vy769gvw3lze
The Argument: A Reasoned Rant
- Some ask: what would have been a smart proposal for Daily Wire to make? (It's also a useful proxy to infer the intent of someone -- what alternative courses of action could they take, that they didn't take. The path not taken often tell you why they took the path they took).
- First, a true-profit sharing proposal. Each side bears equal risk and reward. Offer a percentage of advertising revenues, a percentage of subscriber revenues, a percentage of merchandising revenue, a percentage of licensing revenues, and a royalty stream on specialty projects, like films. This achieves the supposed objective of Daily Wire in its cancel culture clause without delegating such power to Big Tech and while still accomplishing its risk/reward concerns from such cancellation.
- Second, avoid all liquidated damages type punitive penalty clauses that only agitate, and are rarely proportionate to actual risk or actual reward. Increasingly, even contract-deferential courts strike down liquidated damages clauses because of how often they violate this principle of proportionality, so why gamble losing a contract on a clause that may not even be enforceable anyway.
- Third, expressly and explicitly commit to granting Crowder complete creative freedom and license to speak as he sees fit, without asserting total ownership of everything he could produce for the term of the contract. The latter always triggers suspicion in the creative talent, and has a long history of being abused in the entertainment industry.
- Fourth, commit explicitly in writing to all the value DW believed it brought to the table, including email lists, subscribers, marketing, co-platforming, producing films, advertisers, social media platform access, public relations teams, legal teams, credit access, employee assistance, etc. The failure of contract proposals to show the other side what that party brings to the table is one of the most common failures of contract negotiation, as they often just assume the other side knows or has monetized that value, when that is actually quite rare.
- Fifth, start with an NDA before you send over terms. Extend the NDA to every aspect of contract negotiations. This protects any proprietary information – such as contract terms or discussion related thereto – from public disclosure without legal remedy. Putting the word “confidential” on the term sheet doesn’t magically make it so; get the NDA in place first before you talk shop.
- This derives from a lifetime of contract negotiation and contract litigation, across scale, size, and scope. Simple contracts, complex contracts, small contracts, big contracts, entertainment contracts, vendor contracts, employee contracts, client contracts, supplier contracts, consumer contracts, government contracts. Done it all at one time or another. And the lessons I learned was that just a few simple protective, preventative steps could often salvage a deal, stop a lawsuit, and avoid the debacle Daily Wire just showed us.