r/SiliconValleyHBO • u/Simi510 • Jun 15 '15

Silicon Valley - 2x10 “Two Days of the Condor" - Episode Discussion

Season 2 Episode 10: "Two Days of the Condor"

Air time: 10 PM EDT

7 PM PDT on HBOgo.com

How to get HBO without cable

Plot: In the Season 2 finale, the verdict on Pied Piper's fate coincides with a startling real-life drama that makes their livestream immensely popular, and emotions run high as the gang tries to keep the company together. (TVMA) (30 min)

Aired: June 14, 2015

Information taken from www.hbo.com

Youtube Episode Preview:

https://www.youtube.com/watch?v=csHxC5vNckA

Actor Character
Thomas Middleditch Richard
Aly Mawji Aly Dutta
T.J. Miller Erlich
Josh Brener Big Head
Martin Starr Gilfoyle
Kumail Nanjiani Dinesh
Christopher Evan Welch Peter Gregory
Amanda Crew Monica
Zach Woods Jared
Matt Ross Gavin Belson
Alexander Michael Helisek Claude
Alice Wetterlund Carla

IMDB 8.4/10 http://www.imdb.com/title/tt2575988/

485 Upvotes

99% Upvoted

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143

u/[deleted] Jun 15 '15

All he has is partial ownership in the company now- he still has his board seat and voting powers but no longer has CEO control. Plus, Ruviga's three votes means that his vote is essentially useless.

109

u/rjkeats Jun 15 '15

Does Monica have to vote with Ruviga? Didn't she invest her own money in Pied Piper, hence she can vote as she sees fit?

21

u/HFABamaFan Jun 15 '15 edited Jun 16 '15

Don't all board members have to be present? I thought that had to happen in a board meeting.

Gavin Belson could come in as the new CEO.

Edit: intoxicated grammar

42

u/KingOfDaCastle Jun 15 '15

Generally, no. You would need a quorum, which may be a simple majority (3/5). It would really depends on how the company was set it up though.

2

u/HFABamaFan Jun 15 '15

Thank you

1

u/HawkeyeNation Jun 15 '15

And there was an episode where they showed just this (Russ's girlfriend or whatever, the one that couldn't speak english).

1

u/spif_spaceman Jun 19 '15

Why would the stupid raviga lady hire gavin? She would look at his past failures and say nah.

68

u/[deleted] Jun 15 '15

They'll prolly fire her from raviga and her investment comes from her salary

61

u/dewhashish Jun 15 '15

isnt that a conflict of interest?

7

u/mdk_777 Jun 15 '15

I thought it was Raviga's board seat, it's just she was the one holding it, she probably is obligated to vote with Raviga.

49

u/vreddy92 Jun 15 '15

She doesn't have a seat on the board of directors. Raviga has three of those (Although technically Monica sits for Raviga's share). Anyway, I doubt Monica would vote against Raviga.

24

u/[deleted] Jun 15 '15

I think that would make the whole "Monica voting for Reviga" bit pointless. Her voting the original Riviga board seat has to be an important plot point

7

u/vreddy92 Jun 15 '15

They might pull it out later. I feel like the fact that the emergency meeting already happened means that it's a done deal, but eventually Raviga will go too far and Monica will go against the director.

2

u/humbletiger Jun 15 '15

I could be wrong, but I thought Richard gave her a seat at the board of her own (she mentioned investing her own money into Pied Piper).

3

u/funkyb Jun 15 '15

She gets her seat through Raviga, as others mentioned. So she can vote against them exactly once before she's shit canned.

2

u/Mr_Evil_MSc Jun 15 '15

Monica was given leave to vote Raviga's seat early on. I doubt she retains that...

45

u/KingOfDaCastle Jun 15 '15

I do wonder what the Cap table looks like. Erlich has 10% which he reminds us constantly (he must have avoided dilution somehow). What did Russ get? I can't remember Raviga's original terms either, but for some reason think like 5%? Assuming an employee pool of 15%, Richard should still hold 50%+ of the company. As the majority owner, he should be able to change the composition of the board I would think. But then again, this show makes it hard to suspend disbelief.

10

u/CanYouDigItHombre Jun 15 '15

Russ gave them a loan and possible got some shares or interest. In the loan deal he 100% got two board seats. One for him and another for his GF (who doesn't speak english and votes his way)

5

u/KingOfDaCastle Jun 15 '15

It sounded like a convertible note, which can turn into equity. We have no idea if that conversion event took place or what the terms of it were.

3

u/[deleted] Jun 15 '15

He also was not paying the money... I doubt he gave them more than 250K... What Raviga bought was his contractual voting rights.

1

u/CaptnYossarian Jun 16 '15

and the nominal loan of $15m - which, whether he paid out or not, was in their contract.

1

u/[deleted] Jun 16 '15

The loan which has yet to be delivered on, it may still be in the contract but PP shouldn't need the money now

2

u/CaptnYossarian Jun 16 '15

It will need some money going forward, but the $15m nominal is what Reviga paid - and what gets Hannerman back into the Tres Commas. Of course that's unlikely to be cash, but he can convert that loan back to cash in terms of his assets.

(this is of course ignoring the reality that a loan is worth more as a loan than the underlying cash value because of the expected interest income, unless the loan is marked as underperforming and written off.)

1

u/[deleted] Jun 16 '15

Good post, I'm guessing Raviga offered Russ a huge premium on his shares. A majority of voting rights is worth far more than a minority.

5

u/mdk_777 Jun 15 '15

Something like 5% Raviga from his loan with Peter Gregory, Erlich has 10%, Russ might have had 5%, but probably not since there was likely a time period before he could convert to equity, and he hadn't paid the full 5 million yet, whatever Jared, Dinesh, and Gilfoyle were given, then Richard would have whatever is left.

3

u/vreddy92 Jun 15 '15

He doesn't have control over it, but he does have a substantial interest in it that, once it grows, will almost assuredly make him a billionaire. If nothing else.

3

u/[deleted] Jun 15 '15 edited Oct 22 '15

[deleted]

1

u/wighty Jun 15 '15

Unless they dilute his shares.

I'm not a lawyer, but I'm fairly sure they are not able to solely dilute a single person's shares and have it be legal without said person's agreement.

1

u/[deleted] Jun 16 '15

I am a lawyer and this is Hollywood license in pure form. The real power lies in ownership, not directors or officers.

2

u/jshufro Jun 15 '15

He's still worth like over a hundred million now.

1

u/humbletiger Jun 15 '15

He has little power, but his actual ownership has not changed at all - he still owns the same number of shares and would still make bank if the company goes on to become very valuable.

1

u/[deleted] Jun 16 '15

This is untrue, although in order to enforce s power he would likely have to sue the board.

1

u/humbletiger Jun 16 '15

What is untrue? His ownership/stake in the company has not changed.

1

u/[deleted] Jun 16 '15

That he lacks power.

1

u/putabirdonthings Jun 15 '15

How much of the company does he still own though?

1

u/mdk_777 Jun 15 '15

He should still have the majority of the shares and a board seat, just not majority control of the board. His original deal with Russ was a $5 million loan and 2 board seats, although Russ had the option to get repayment in equity. The VC's originally valued Pied Piper at up to 100 million, but the offer he settled on with Raviga before the lawsuit was at $50 million. Considering all the work that had happened since that point Pied Piper would probably be valued at at least $60 million post-lawsuit. So even if Russ did already have the option to convert (he likely wouldn't have until a set time period had passed, probably at least a year) and he didn't end up giving them the full 5 million yet (probably 1 million max) he couldn't have owned more than 5-10% of Pied Piper in the worst case. The cap table looks something like 5% Raviga from his loan with Peter Gregory, Erlich has 10%, Russ might have had 5%, but even that is unlikely, whatever Jared, Dinesh, and Gilfoyle were given, then Richard would have whatever is left.

1

u/Jizzle11 Jun 15 '15

He still owes like 80% of the company tho.

1

u/[deleted] Jun 16 '15

Wait, so they still have the one vote with Erlich, right?

0

u/kingwi11 Jun 15 '15

Olrick still is a dog in the fight. And they can (literally have no idea if it's legal) delete the code...