I'm new to Dumpshock, and I have been following this thread for a while (mostly to see when Vice might be available). For what it's worth, here's my lawyer hat analysis.

I don't know what Randall Bills's exact role in IMR is legally, but assuming he is an officer of the corporation in some capacity, he has a legally enforceable duty to try to get value for the owners of the company. At this point, the only asset IMR really has (as I understand it) is the licenses to produce Battletech and Shadowrun materials--without that license, there is no way for IMR to make money, and no way for the owners to get any value. Thus, Bills has a duty to try to hold on to the license, and take actions consistent with that goal.

People in a situation like Bills's, or really any kind of business decision, are evaluated by something called the Business Judgment Rule. The long and short of the BJR is corporate officers cannot be retroactively held liable for wrong decisions, or even stupid decisions, as long as there is some justification for the action at the time the action was taken. This is to avoid hindsight bias, and to prevent judges from having to evaluating business decisions, which they are likely not qualified to do.

As a pure hypothetical, let's say Bills was told by the "titans of the industry" that "Coleman is tight with the Topps people---if you push him out, you won't get the license from them. Period." Under that circumstance, Bills probably has an obligation to keep Coleman around---firing Coleman as a moral statement, knowing that it would lead to the collapse of the company, is potentially a breach of fiduciary duty. The exact opposite situation works the same way---if he was told "Topps won't renew you unless Coleman goes", he has an obligation to get rid of him (to the extent he can).

The middle path, where the unnamed "titans" tell Bills "I think your chances of keeping the license are greater with Coleman than without him", is probably enough to protect Bills's decision under the BJR. In fact, it's pretty much a text-book case of the BJR---Bills is acting based on the information he had at the time. Even if that information is wrong, there is a solid reason for acting the way he did.

There are many, many variables here---the exact financial situation of IMR, the ability/willingness of Coleman to make IMR whole, the relationship between Coleman and the other owners, the exact nature and reliability of these "titans", etc.---that make it impossible to truly evaluate the legal situation from the outside. However, on its face, I think Randall Bills's statement (taken as true) is perfectly reasonable and consistent with solid legal and business advice.

IMR also has as an asset the money Coleman owes them, as far as I understand.

Well, if they can't get that money any time soon, it's not too much of an asset.

True, but if the money is gone, then that asset may be more illusory than real. It is difficult and time-consuming to force people to sell their house to liquidate debts, the solution that has been thrown around in this and other threads. On the other hand, it is pretty clear that the licenses are viable and capable of generating income going forward. If you have to pick between getting the licenses and getting the money you are owed, it's not unreasonable to prioritize getting the licenses, even if that means writing off some of the debt. Again, without knowing the books in detail, it is tough to say what makes sense.

I guess my point is that Bills's letter seems internally consistent to me. In other words, if the facts stated in the letter are true (new controls on the finances, the advice from the "titans", some process for Coleman returning the money), then the course of action that Bills took seems to flow logically from those facts. Whether the facts are true or not, I have no way of knowing.

You make it sound like dissolving a partnership (which is what an LLC is aside from some legal and tax considerations) is a catastrophic thing. It's not.

In fact, even if there's stipulations for removing an owner from the LLC, it's probably easier to dissolve it and reform it. I can generate a couple LLCs in about a day if I put my mind to it. Within a couple weeks I'd have my tax number, my DBA certificate, and a few other things, and I'd be good to go.

Often times leaving things as is for the sake of not ripping the partnership apart does far more damage than dissolving the goddamn company and starting over again.

And I am speaking from personal experience with LLCs and businesses here.

Weisman was my first guess. Maybe he's not in the game anymore, but his obvious connection to Topps, the games in question, and the people involved makes me think that there's a 99.99% chance that he is one of these 'titans' mentioned.

That said, Caine Hazen's response might be correct and thinking in terms of strictly tabletop gaming might be too narrow.

I dare suggest that there are at least a good handful of names that could be added to this list if you have knowledge of the modern game industry.

Hmm. True, the industry's landscape has changed a lot in the last ten years and I haven't always kept myself in the know. Cardul might have had the same assumption that I did in thinking that 'Titan' meant somebody from 'back in the day' that was still alive and kicking.

I guess we could rule out Gary Gygax then.

I have been following this from the beginning.

As everyone else here, I do not have all the facts. I am however willing to extend the benefit of the doubt to Mr Coleman and Mr Bills.

Frank Trollman reported a few things accurately, got other things wrong and speculated on a whole lot more. Yet for some reason, his speculation is being taken at face value.

No one knows what the draws were used for, nor how much belonged to Mr Coleman directly. Yet a lot of people have leapt to the conclusion that all of that money was inappropriately taken. Someone correct me if I am wrong, but none of those accusing Mr Coleman know him well, most if not all, only as a name, yet seem to know his thoughts in all of this. Strange that.

Some has asked why he has not made any statements. I have seen that anyone that says anything favorable towards CGL is hammered here and when Jason makes statement, he is often attacked as a spin doctor and a liar. For those that are angry, and especially those that would like to see the company go down, is there anything that he could say that would satisfy or pacify you (besides “I resign”)?

Yes, I know that there have been issues on payments to the freelancers. Jason has stated that he is working to make sure that they get paid. Freelancers have been getting checks. Due to the fact that I have a level 4 gremlins limited to regular mail, the contract that I signed and returned never seemed to have made it to CGL (this mail thing happens a lot to me, so I believe CGL when they say they never received it). I sent in a new copy and received a check in less than a week. Could that not be taken as a sign of change?

A couple of facts about GenCon 2009
1) The game demonstration team were supposed to get bowling shirts (golf shirt?) instead of the usual T-shirts that were already paid for but never delivered (if I remember correctly, it was a Chinese company that went under and a few game companies lost a bit on clothing items).
2) the CGL Battetech cage was broken into and some items stolen. I know that Loren Colemen paid for the replacement of some personal items of at least one demonstration team member.

This is speculation on my part, an alternate variant on some of the things being bandied about.

Some have stated that the revenues from the conventions were/are not accurate, as they should have brought in a lot more money than they did. Is it not possible that Mr Coleman considered the cost of replacing the items and of the bowling shirts to be convention expenses, hence a lower than expected revenue/profit?

Let’s take this scenario a little farther and for the sake of argument, say that the two items are worth 10k. Further, that Jennifer Harding does not consider these items to be convention costs. Loren Coleman does and tells Jennifer to list them as such on the reports to Topps. Jennifer reviews her accounting books/notes/jurisprudence/etc... and decides that she cannot in good consciousness agree with Mr Coleman. Mr Coleman has a different interpretation of how the industry works, what is legal and what Topps is agreeable to or will find acceptable. End result, Jennifer hands in her resignation for ethical reasons (please recall that she has stated several times that she will leave it to the courts (lawyers?) to decide if the request was illegal or not, if it ever goes that far).

Several have attack Randall Bills because while he is angry with Loren Coleman, he has decided to forgive him. I have not seen anything that has stated why he was angry with Loren Coleman. A lot seem to have jumped to the conclusion that it was because “He stole/embezzled $700 000".

Here is another alternate scenario.
Randall: Loren, the finances seem to be off, could you look into them and also make sure that the freelancers are paid up?
Loren: Sure Randall, no problem. I just have to finish xxxxx.
Loren gets distracted, puts off doing the bookkeeping /record keeping that he dislikes, then forgets about it. Later, when things still seem to be off, CGL does a full audit. This audit reveals several issues, which could have been avoided if Loren had not put off doing the books. Randall is understandably pissed as not only is there a mess to clean up internally, but someone leaked it to the public and now energy that could have put to better use getting product out the door is now being spend on fixing the messes.

I have used the same facts and information that others have access to, but can draw different conclusions.

Give it another few weeks and everyone will know how Topps feels about this and if the licenses are renewed.

Hmm, I wonder how long it will be before I get hammered?

wow... that's a *really* generous interpretation of events. personally, i wouldn't go that far.

i do agree with the point that we don't really know everything that's happening, and that we have quite likely got some information wrong. but i don't think it even could go that far if you allow the most generous interpretation of what happened. the fact that randall bills never refers to anything else in the letter to the freelancers that randall would have been mad at loren l coleman for (and remember people, add in the L so that you don't generate rabid hatred for the zoologist unfairly) strongly implies that the situation was not coleman forgetting to check the books.

but as a thought exercise in showing that the facts we have could lead to wildly different interpretations, it isn't too bad.

CGL admitted in a public statement that Coleman's withdrawals were a co-mingling of funds. What are co-mingled funds? Good question:

http://www.toolkit.com/small_business_guid...px?nid=P12_8351

That is why I stated:
No one knows what the draws were used for, nor how much belonged to Mr Coleman directly. Yet a lot of people has leapt to the conclusion that all of that money was inappropriately taken

Everyone agrees that there have been errors/mistakes made. I am not disputing that fact. I have an issue with the automatic slamming of people involved without having all of the facts. Or people, with no personal knowledge of the people involved, making statements on why they did so.

Read this first:

http://www.toolkit.com/small_business_guid...px?nid=P12_8351

Then come back and post.

Would love to do so, but the link goes nowhere (Tried it 3 times)... Makes it kind of hard to read...
I get a HTTP 404 Not OFund Error upon clicking the link...

Keep the Faith

Done.

Yes, it would appear that the books were not kept meticulously, with clear separation between Mr Coleman's finances and the businesses. But again, how much of that money belonged to Mr Coleman and how much did not?

Unless there is another leak, I doubt that any of us will ever know. Nor is it really any of our business.

My preference would be for the mess to be cleaned up, that not only are the proper accounting practices be put in place, but that they be implemented (), and that CGL makes sure that nothing like this ever happens again.

Fix the problem, not the blame.

Try the one a couple of posts above, it seems to work.

Edited for a typo

Got it... Thanks...

Keep the Faith

Thanks.

Then I may have been successful in illustrating that there is more than one way of reading the known facts and that all may not be doom and gloom.

I'm a bit strange in that I would rather fix the problem, not the blame. Loren L Coleman has done some good work for both Battletech and Shadowrun. Should all that be disregarded or considered non-relevant? Errors have been made. I would rather it be fixed so that those errors can never happen again. As others have mentioned, if there is a change in license holder, who says that the new people will not make the same mistakes? CGL has a very, very large incentive right now to fix the problems correctly, where a new company would not have those incentives (yeah, yeah, we won't make the same mistakes as those other guys, we're too smart for that....fast forward a few years.....)

Oh hell I could Godwin this thread so easily right now. I'll refrain from it though.

Let's just say that there are people who have done good things that have also done lots of not-good things, and generally aren't remembered fondly.

Also, how do you fix a "willingness" to "comingle" hundreds of thousands of dollars?

I promise you, as a business owner myself, taking draws out of the company is an incredibly intentional thing to do. It doesn't happen accidentally. Nor does continuing to do it when you apparently can't/aren't paying people you owe money to.

I'll repeat. There is no way this was an accident.

That shows a malevolence and a disrespect that can't just be "fixed" by an outside entity. Unless shown otherwise, it's hard to believe there's remorse there, especially since the "comingling" continued right up until he got caught.

Again, if Coleman regretted his actions and cared for the company, he could liquidate some of his assets. That he's trying to retain his ill-gotten profit *before* doing what's right, shows that he doesn't regret his actions.

I'm not trying to argue that Coleman's some kind of saint with this, but how do we know that hasn't begun to happen? What I mean is, it's unlikely that there would be press releases discussing that. And if assets, like a home, were trying to be liquidated, that does typically take some degree of time to accomplish? How would anyone, outside of those directly involved in the situation, know definitely whether or not assets are in the process of being liquidated? Unless something else leaks, how would the community here know whether or not he is currently "trying to retain his ill-gotten profit before doing what's right?"

That point has been brought up a few times, and I'm just curious, because some of the posters seem convinced this isn't happening at all. Unless I missed something, I'm just not sure how that would be clear one way or the other until more time has passed and/or more information is released.

This is absolutely not what happened. Please don't presume I'd be so absolutely foolish as to leave over a "disagreement" on if the replacement of a stolen computer of a volunteer was a business expense.

My exact reasons have been posted before.

That is a statement that is totally incorrect. His communications with the other owners have been completely the opposite, in fact.

A quick point on "co-mingling of funds." While it is definitely bad and definitely something you shouldn't do, it is not the same thing as improperly taking money out of the company (i.e. embezzlement).

I have a friend who is a doctor. He owns his own practice. He was routinely using the practice's accounts to pay his wife's credit card bills and other personal expenses. This is a clear case of co-mingling funds, and it is a terrible practice for a whole host of reasons, but my friend was not taking money out of the practice that he was not entitled to, since it was all his money anyway. If you were to look at the accounts, you would see a series of draws for all sorts of stuff, which he made as opposed to doing what he should have done, which is to pay himself one lump sum from the business as profit at the end of the month or quarter or whatever.

I'm not saying that the two situations are the same---if you are one of multiple owners, you are obviously not entitled to unlimited draws. My point is only that co-mingling of funds plus draws of x amount does not necessarily equal x dollars in money improperly taken from the company if those draws were made in lieu of taking profits as an owner. You cannot simply look at the chart of draws and conclude "well, he owes the company that amount."

If a company you are part-owner of cannot pay all its bills, and yet you use it to pay your bills, then the most logical consequence is that you are taking money you do not have a right to, since you only are entitled to a part of the profits of a company.

Is there anything that would support the assumption that Coleman is telling the truth? Something that does not rely on trusting his word?

There is a lot of hatred for Coleman here and I'm not at all surprised. The game we all love, which is about - in the main - shadowrunners screwing over corporate suits, is being screwed over by a corporate suit, eg Coleman. If this were the 6th World and the denizens of Dumpshock were shadowrunners I wouldn't be in his shoes for all the BTLs in HongKong!

Hi. Please take this just as a statement of fact and not an attack. If your doctor friend's business is organized as a sole proprietorship, you are absolutely correct provided he accounts for it on his tax return. If your doctor friend's business is organized as a corporation of any sort: C-corp, S-corp, or LLC, than it is not money he is entitled to without filing it with the IRS as a loan to shareholder, 941 income, or dividend. Co-mingling in the context of a corporation is a form of tax evasion. Co-mingling in the context of a multi-shareholder corporation is a form of tax evasion and a form of embezzlement. If a majority of the other shareholders are okay with it, does that make it okay? I don't know. That's a legal question. Is it still a form of tax evasion? You betcha. People smarter than me (most notably, Mind&Pen) have posted on the myriad ways of fixing it. Co-mingling is a very fixable situation provided you either catch it before the IRS does or fall on your face before the IRS, beg mercy, and then stick to their corrective plan. Hopefully CGL/IMR is taking the necessary corrective steps. Short of a ketjack posting ,we'lll never know definitively if they are or not.

I think you're probably both wrong (or both only partially right). Nothing in a situation like this is that black and white. There are many, many reasons that a freelancer might choose to "stay or go" at this point in time. Depending on the freelancer, the letter may have had everything, nothing, or something-in-between to do with their decision.

Low blow, Kid. Low blow. May you dissolve slowly within the confines of a gelatinous cube while the wails of a thousand shriekers heralds your passing.

Anyway, Cardul did specify still alive in her original post.

I have a Speculation. These threads will go on inanely forever.

50 years from now, the game will have changed hands a dozen more times, and yet we'll have "CGL Speculation #897" currently going. People will talk in hushed tones about how their parents or grandparents were there for that first thread, the original argument lost in time and the first big Matrix Crash. Rumor will have it that the thread was abou8t a Unicorn Cop witha Belly Button Ring, but no one will know for certain...

Bull

And on the day one of those threads gets longer than the holy thread, the last grand dropping will commence.

Absolutely. There are serious tax consequences to co-mingling funds, and any unauthorized draws could be embezzlement. But, that is a separate question from how much money is owed back to the company as a result of the draws. As you correctly point out, you can improperly take money out of a corporation, and be subject to criminal liability for that taking, even if you were eligible to receive the money if only you took it out properly. But from a civil-only accounting perspective, you are only liable to repay to the corporation the amount that is beyond what you would have received if you had done everything properly.

My point in raising the doctor example is to show that you cannot simply look at the total amount of draws and conclude that this is the amount that Coleman owes IMR. It would be the amount of the draws minus whatever he would have received without the shenanigans (which could be zero, or could be impossible to figure out if the accounts are in chaos). To return to my original point, without knowing this real number, I think it is hard to criticize the business decisions of people like Bills in trying to keep the company afloat.

Talk is cheap.

I'll judge the man by his actions.

So far we have: "co-mingling of 700k", failure to pay for freelancers for extended periods of time, failure to pay for the translations of foreign language books, failure to pay Topps royalties, failure to pay royalties for Cthulhutech, failure to pay royalties for Eclipse Phase, misrepresenting sales, misrepresenting remaining stock for CT and EP, and an assurance that he'll make good on everything.

Forgive me if I don't trust the guy farther than I could throw him.

Considering how many leaks there are, I think we would have heard something from someone.

Because the Leaks are, apparently, trying to destroy CGL, and so if Coleman were getting a loan on
his home, or taking other measures to get the money back, they would NOT report that, since that
goes against their agenda.

It would be nice if there was a leak on the other side, but I doubt we are going to see that.

Were the "failure to pay for the translations of foreign language books" and "misrepresenting remaining stock for CT and EP" confirmed? I missed those two somewhere along the line.

IIRC, the allegation about the foreign sales was not paying Topps their royalties due on foreign sales. IIRC, I've also seen postings from authors who have copies of books in a foreign language who have never seen any of the money that FASA was supposed to be pay them from a foreign edition, so that is apparently a long and dishonorable tradition in SR publishers.

It is probable that the second part is the debt that the publishers of Cthulhutech are trying to claim from IMR.

I think what you're referring to is a statement from CGL. We've had those, they tend to be very guarded and weak on specifics for reasons that Jason has stated clearly; and that I don't accept because they are as substantial as a fart and equally welcome.

Frank definitely started this off with an agenda. Plenty of folks, myself included, have soured to IMR since the leaks began. But I see no reason to believe that the information being leaked is selective. There might be a twist or spin on some of it, particularly in Franks interpretations, but the facts have been paramount. You are free to take those as you will and fight on the details, but I have yet to see a rep from IMR out and out say that larger issues are entirely false. I've seen some attempts at mitigating damage, stating that numbers aren't as bad without giving a counter example, but most of what has been leaked has been substantiated by multiple sources. Up to and including pertinent persons and business partners parting ways with IMR and in some cases seeking legal action.

So you are free to speculate on this however you like, but please keep in mind that facts can't have an agenda. They are what they are. If you don't have all the facts it's because IMR isn't talking, not because someone is keeping them from you to reach some specific end.

However, I'll admit I may be wrong. But there are so many people involved at this point that you'd have to assume there was some sort of conspiracy against IMR. While it sounds interesting, I don't honesty think all the parties privy to the leaks are able to work together well enough on their own to perpetrate that type of operation. Hand info off to Frank to leak, sure, but past that it's all sort of gone pear shaped while people brought in reports from ground zero. You know, leaks and rumors getting substantiated as people find themselves in a position to speak out. If your nightmares are plagued by a shadowy Frank Trollman and his army of forum zombies though, you may find the conspiracy theory more attractive. I prefer never to dream about Frank.

This is a classic shadowrun corp intrigue plot? I mean, come on, that is what this damn game is all about?

Frank is being used by a party or parties interested in bringing CGL down, I think. Those are not the only ones around with this agenda, but what makes you so sure that Frank was given both all relevant information and did indeed post all he was given, even that which may contradict the point he tried to make?

The first would assume the party pushing an agenda would not push their agenda, and the second ... well, I don't believe Frank would put truth above his interest in ranting, really. He is too fond of axe grinding for that.

I am not saying the stuff leaked was wrong; I am quite certain it was mostly accurate, if a bit slanted by Frank. I am just not in the least convinced that it's all there is to this matter. As much as Jason and LLC and Bills spin things the way they want them to be heared, the other party has an interest in leaking only information that benefits their end. Nothing dishonorable in that, it's how the world works.

Just, don'T think one of the parties involved has The Truth™ on this. This elusive thing can only be glimpsed if you look at all sides' information critically.

Really you can't look at the facts presented, or that 700K figure that keeps getting brought up and see ANY selection bias? As Jason said, he is not in a position to comment on many financial matters nor does he feel it would be appropriate to do so, nor is it good business for them to open up their internal bookkeeping to fan review, yet nothign whatsoever has come out about these processes. Now there are some bening reasons the leaks are not covering this process the most obvious being those who are responsible for them are out of the company or participating in legal action, either would cut off their access or make them hesitant to leak documents.

Didn't some one some where mention that CGL was also being run out of the Colman's previous house? Could that have been part of the issue when he bought the new house?

Just asking-cause I thought I read something on it a few threads (not posts!! ) back.

$726k, I think. Thereabouts. Which, t'be fair, we do have a very pretty chart affiliated with that number. Showing Loren making draws that add up to that region. Confirmed by one of the owners of the company. Of which everyone can draw their own conclusion.


Sooo...I know you're trying to argue that the "leakers" are selectively releasing facts to make IMR look bad (despite the fact that most threads about the topic appear to be collecting any and all information/rumors/etc. good or bad), but the way you've phrased it you're basically kvetching that the leakers aren't leaking enough. Which is rather silly. Whenever IMR has anything remotely positive, they've been the first ones on the line to tell everybody about it. What's more likely to you: that there is no good news because IMR is deliberately suppressing it, that there is no good news because the leakers are deliberately not leaking it, or that at the moment there just is no good news (or bad news, or news of any kind for the last couple of days)?

The second, because the leakers have shown a clear opinion that they'd like CGL to fail, and leaking good news for CGL would work against that purpose.

No cookie for you. Next.

There are good news rumors that I have not repeated for a couple of reasons, mainly that they either are not yet fully confirmed or because there are pieces of information I'm not at liberty to share for a variety of reasons. So yes, there is good news that I am deliberately not leaking.

Jason H.

But *I* will tell you that I've seen Jason talking to dragons.



Yes, I'm being silly. But it's that kind of Monday.

The biggest problem is IMR is refusing to engage on the finacial topic, which is the only topic of substance in this entire debate. I understand why IMR doesn't want to do that, but that is the issue.