vBSEO.com Transition - An Open Letter to Juan Muriente, vBSEO CEO

Not so much your words, but your thought process itself is quite perplexing, and worthy of study. You sort of remind me a bit of the Philip Seymour Hoffman character in "The Master".

 

Sopio FTW so they say!

 

4 years and she is still collecting documents? Show me 1 LEGAL document showing her to be a shareholder. after all, I thought her job before she left, in part, was the paperwork of the business.

What other parties? We should know all. It could compromise the forum owners. Crawability has information on many customers / forum owners and that data could be in jeopardy. Remember, transparency. Your not really providing any answers here.

One thing I don't understand. To listen to you talk, Juan just went batshit crazy one day. I find that hard to believe that he could just kick you and Ilia out if you were co-owners. I also find it hard to believe Juan just woke up one morning and decided to toss you two out. What was the provoking factors? What was the reasoning Juan gave you? Why weren't you posting things about it back then? Why wasn't Ilia sending emails out back then?

Co-founders, by the way, means nothing. Its about who owns the company today. You say for 4 years things have been going on behind the scenes. It seems to me 1 discovery motion in court would have got you all the documentation you need.

What I see so far is you have no proof ilia is part owner of anything. But even if she way, and this was all for the forum owner customers... Then why didn't she approve selling to that group in Chicago you mentioned? At least that way the customers, which you and Ilia claim to care so much about, would have been taken care of by that group. WHat was the problem there?

 

What does that mean? The question was are you going to sue Brandon too?

 

Brandon and I have spoken. He's been asked to not do anything with the database.

No assets of the company are to be transferred without Ilia's authorization.

Brandon has done the right thing and disclosed it. He responded directly and was not evasive in his responses when asked about it.

Without knowing the details of the negotiations and disclosures made, the wrongdoing in this transaction seems to have been caused by Juan, acting without authority to do so.

 

The documents are now being evaluated by a lawyer.

You'll know very soon. The parties are being given an opportunity to discuss it and share their side of the story. In fairness, I think the company should have disclosed the relationship to everyone to avoid conflict of interest and data privacy issues. You can ask your contacts privately. They might tell you.

Issues in the company were ongoing. I'm not going to mention any of the personal behaviors. I want to stick to business related matters, and just acknowledge that their were behavioral issues. Lack of communication is one example.

You can read about it in my interview:
http://admin-talk.com/resources/interview-with-joe-ward-co-founder-of-launch-forum-joewardpr.8/

I was not a co-owner. I agreed that the shares they offered me would be transferred to Ilia.

The overall reason is that he wanted to do whatever he dreamed up with zero accountability or disclosure to his partner. When she didn't go for that, he tried to squeeze her out. When I didn't cooperate, I was a casualty. When he asked me if I agreed he was funding his projects with Crawlability resources, I said yes. He shut down my permissions right afterwards.

Ilia was trying back then. She sought out lawyers and mediators. There was family pressure against legal action then. She was pushed out of her VP role, but she's always been an owner. Behind the scenes, Juan acknowledges it, but has denied it to staff internally and is almost always unwilling to stick his neck out in the community to make a statement.

Thought it would be extremely challenging to find a co-founder that is not a shareholder, I might be the best example under my special circumstances.

Typically, a co-founder will always be a shareholder. It will be extremely challenging for any lawyer to demonstrate otherwise. Start digging through case studies now if you want. However, Ilia has always been a clear co-owner. Her deal with Juan was a 50/50 split, and there is documentation to show it. Even until negotiations about the sale in 2013, he wasn't disputing that part. You'll see why it stalled in the next answer.

1. She was open to the idea of selling. It just had to be transparent and done legally.
2. The sale didn't proceed because Juan wanted her approval, but kept refusing to give her the financial statements for the company.
3. She would not agree to the sale without seeing its status, having all behind the scenes transactions disclosed, outstanding liabilities, etc. Obviously, nobody does that.
4. Since he would not turn over the data, the sale couldn't happen.
5. She was adamant that the group had to have the capability to take care of the customers and the product after the sale if she was to approve the sale.
6. The group was not disclosed. It was a lawyer stating that he was acting on behalf of himself with a group of undisclosed investors. We know through his associates who that group is now.

So when you ask what the problem was, it was Juan. Imagine that you're asked by your co-owner to sell your business. You're told you'll be given half of the proceeds from the sale, but you can't see any of the financial documents. You just have to say "yes". Would you do it?

I think there are pretty clear reasons the behind the scenes status of the company could not be shown to Ilia. If you've been paying attention in these threads, I think you can figure it out too. It's much easier than a game of Clue.

 

Actually, a lot of what your referring to depends on how the corporation was setup, what the bylaws say, etc. Im not a lawyer, but know a little about this kind of stuff.

Typically, If Ilia is a majority shareholder, then she calls the shots. If she is not, then she does not. Its that simple.

 

Hi Joey, I'm sure we'll continue to butt heads, but I appreciate what you're saying here. You are bringing up some important stuff.

A majority shareholder would have control of the company, because they would control voting rights. It's not the case here, as they were 50/50 co-founders, therefore having equal decision making authority. That part may be contested.

However, there is also fiduciary responsibility to all shareholders. An executive has to act in the best interest of his/her shareholders. If they fail to do so, they are held to account for it.

Likewise, they absolutely cannot entangle the business with others, or collect the proceeds of the sale of assets of the company without disclosure and allocation to their shareholders (even if they hold a majority position - not the case here anyway).

Generally speaking, if such a transaction is done in such a way to hide the transaction or hide the proceeds of the transaction from the shareholders, by either the selling or acquiring party, it's likely to be shown clearly as a legally fraudulent transaction.

You can't celebrate corporate status and operate as though you are a sole proprietorship. You also can't create a DBA or project name, produce it with the resources from your corporation, and try to pass it off as some sort of nebulous business entity. I'm sure that many shady business people (in a general sense) would like that to be so, but it's not.

 

Just my opinion, but, if I was Juan, I would be looking into Ilia and your comments on the various forums, emails that have been sent you, etc as a breach of fiduciary duty. I would argue that your and Ilia's actions and public statements in this regard have seriously damaged the value of the company, perhaps beyond repair. As you have already stated, someone was willing to buy it a short time ago. I would also argue that this was a deliberate move on your part intended to harm the company and its value. At the least, I would be considering a defamation suit.

I know you think your all in the right here Joe, but I can tell you, you and Ilia have opened yourselves up to a lot of civil exposure from a number of potential litigants. But don't take my word for it. Show an attorney what you've done and ask them if you have an exposure.

 

Hi Joey,

If I was Juan, I would be addressing my customers; letting them know the status of the company, what they can expect; and fulfilling the support service I sold them with their license.

I understand that you can always call in lawyers when you don't like the feedback you're getting. People do so all the time. It doesn't mean it's the right thing to do or that they'll be able to prove their case.

There have been no false statements made by myself or Ilia.

If any of the potential litigants want to send a chilling effect, they can try to do so. They should consider whether or not they have acted lawfully themselves, before using a legally bullying tactic to file a frivolous lawsuit.

Juan's LinkedIn message states his intent to close the company and not sell it. That effectively means he's willing to bring the value of the company to zero. Ilia's plan is to explore options for keeping it ongoing, and to consider an acquisition for which the company will have value. She's also been effective in ensuring that licenses cannot be sold under terms that cannot be fulfilled, and prevent unsuspecting customers from buying a license with support included without being told of the intention that the company is to shut down.

Ilia's actions have been to the benefit of the company. The complaints that are being voiced by a small group of vocal members of the community here are common in the forum world. However, the company has been receiving intense criticism for its lack of support and updates for a long time.

When this matter is resolved, it will be for the betterment of the community, the customers, and the company itself.

 

Okay..

 

We've reached the 250 post mark in this thread. It's time to compare Juan Muriente to Adolf Hitler.
Jesus would have given the product away for nothing.
Hitler would have forced others, against their collective wills, to bring the product up to his impossible standards.
Stalin would have had everyone assist with the project all in the name of Mother Russia.
Mussolini would have had the product brought to gold standard for his personal benefit.
Roosevelt would have given everyone a new product, a new deal financed on the back of devalued currency.

 

Exactly what I have been thinking. If there was anything official in writing, im sure Joe would have posted it by now. I also suspect that is the real reason nothing has happened for 4 years.

 

Have you ever gone into business with family members? I'm not surprised at all at things are finally going down the path of lawyers after 4 years of no resolution.

 

Well here is a change...

They are accepting orders for vbSEO again. http://www.vbseo.com/purchase/

 

Well I guess they did offer support for a day.. might as well collect money again

 

Wow... no new announcement about the direction of the company, and now they are accepting new orders again. man I don't know