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有本事就告我
Fucking Sue Me
2011 — 2017，它一次次回到首页
黑点是上首页（≥ 50 分）的那次投稿，空心点是没冲上去的投稿，点越大分数越高。
导读
这篇短文以创业经历谈合同和法律风险：作者主张不要被律师审查和对方的标准条款拖住，该承担的风险就承担，真出问题大不了“告我好了”。评论区则从律师、员工和大企业诉讼现实等角度，争论这种态度何时可行、何时危险。
为什么经久不衰：它把创业中速度与法律风险、合同审查成本之间的经典冲突讲得直白，评论区的多方辩论让它今天仍值得读。
HN 评论精选
合同风险应取中间路线，不能全盘接受也不能让律师无限拖延。
两种极端都不对：既不能让律师对合同有一票否决权、来回改到客户放弃，也不能什么都签、出事就说“告我好了”。合理做法在中间；合同里常有不该照单全收的条款，也有对方流程里改不掉的条款。只要理性做事，总会有艰难取舍；如果没有，反而说明你做错了——比如不经任何法律审查就签下大公司的几十份合同。
tptacek查看英文原文
Ugh. At one extreme: giving your counsel veto power over what contracts you sign, and allowing them to bill time ping-ponging contracts until prospects give up. At the other extreme: just signing everything and saying "fucking sue me" when things go sideways. You should be somewhere in the middle. Contracts more often than not have provisions that are silly for you to accept verbatim. And, contracts more often than not have provisions you'd rather not accept, but that are baked into your prospect's own processes and not changeable. No matter what you do, if you're being sensible, there are going to be tough decisions to make every once in awhile. If there aren't, you're probably doing something wrong. Like, for instance, signing tens of different contracts from giant companies without any legal review.
创业者转嫁风险会伤害依赖工资的员工，应提前坦诚共担风险。
从那个员工的角度说，去你的。认真讲：你可以不在乎风险，但我要还房贷车贷，妻子还在读研。我需要知道第61天上班不会听到“没钱了，抱歉兄弟”。如果你提前把风险告诉我、与我共担，那谢谢你，你是好老板。
owenmarshall查看英文原文
> Then there was the time I wanted to hire my first full time employee. I was apprehensive to do it because I only had enough money to pay him for 2 months, unless I got another client fast. > “Worry about that in 2 months,” Dad said. Speaking from the perspective of that employee, fuck you. OK, for the serious point: you may be not give a shit about risk. Good for you, you crazy risk taker! The world truly needs more people like you. But for me? I've got a mortgage and a car payment and a wife who is trying to go through graduate school. I need to know that my ass isn't going to come into work on the 61st day and hear you say "Well, looks like we're outta cash -- sorry buddy..." If, on the other hand, you share that risk with me up front, thanks -- you're a good boss.
大公司会把诉讼当成本，对抗性言辞有害，应专业处理。
两点：1. 他们会起诉。中大型成熟企业把律师和诉讼威胁当作经营成本，不情绪化，该告就告；把法律当成本是健康态度，可能让你少得心脏病。2. 叫人“告我好了”会让事情变得对抗，我当CEO早期犯过这错：我曾用傲慢口气问对方律师“你这案子真有道理吗”，结果他认为有；后来请了能干的律师，她费很大劲和对方修好，在正式陷入诉讼前几小时达成和解。换句话说，要是你签约的每个人都“直接签了”，那不爽吗？
mmaunder查看英文原文
Two things: 1. They will sue. Medium to large - in fact any mature business, considers lawyers and the threat of lawsuits and litigation as a cost of doing business. They don't get emotionally involved, they just do it. FYI, looking at lawyers & legal as cost of doing biz is a healthy attitude and may save you a heart attack. 2. Telling someone to just "fucking sue me" or simply "sue me" makes it combative and I made this beginner mistake early on in being a CEO. I actually simply asked their lawyer if he thought his case "actually has any merit?" in a cocky tone in a phone call. Turns out he thought it did. Once I had capable council on my side she had to work hard to make nice with the other side and bring it to settlement hours before we were irrevocably committed to litigating the issue. Lets put it this way: Wouldn't it be awesome if everyone you signed an agreement with "just signed it"?
合同审查应按实质性和风险做成本效益分级，而非一律深度审。
律师做合同审查应遵循常识：例行合同（简单NDA或模板）可少审甚至不审；多数合同的关键是按实质条款妥善定制，做到清晰、准确反映双方意图并包含基本法律保护。律师和创业者都要判断哪些是实质条款，才能做正确的成本效益分析。比如小面积、低租金的短期办公室租约，律师快速通读即可；金额或影响大的合同则另当别论。
grellas查看英文原文
Contract reviews done by lawyers need to follow good-sense guidelines. Some contracts are routine and don't need any form of customizing. The review in such cases is minimal and can even be skipped if the routine nature of the contract is obvious or if the entrepreneur is seasoned enough to identify a clean situation without lawyer help. Most such routine contracts cover simple cases, such as a simple nda or a recurring situation in which a basic template is used with no material variation apart from non-legal business items that typically get customized in an exhibit. For most cases, though, the whole key to doing a contract right is to customize it properly on its material points. This means it should be clear, it should accurately reflect the intent of the parties, and it should contain basic legal protections for each party. It is vital to this process that both the lawyer and the entrepreneur understand what is material. Why? Because that determines the proper cost-benefit analysis for how it should be reviewed. For example, say a startup is negotiating a 1-year office lease for only a few hundred square feet of space at a modest rental rate. That sort of lease needs very little lawyer review because there is not much at stake (the money is small, the location itself not particularly important to the startup, etc.). A quick read-through by the lawyer is the max that this needs and then only to see if there is anything wildly out of line in the document. What about a 3-year lease with more square footage and a higher rent? In that case, maybe a good high-level review is in order, with comments and mark-ups on a range of important points but little or no attention paid to boilerplate clauses that may be highly unfavorable to the tenant as worded but that are also highly unlikely to occur. And what if the lease is for 5 years with two 5-year options to renew, with a location that is very important to the business involved, and with risks (such as potential environmental liabilities) that can far exceed even the value of the lease itself if mishandled? In that case, lawyer review is normally vital and needs to be pretty thorough (including even haggling over much of the boilerplate language) because it is far more likely that contingent risks can come about over a lengthy period, the amounts at stake are greater, and the lease itself may be important to the business (e.g., a restaurant that depends heavily on having a particular location). This same sort of approach applies to a whole range of contracts. What if your business is getting acquired or if you are buying a business? Well, if it is a little business and the purchase price is very small (say, $50,000), you can very likely be well-served by a canned form used for small business sales (brokers who do these deals use these all the time). Such a form will have basic provisions covered and will usually contain the most important warranties and representations but all of it will be bare-bones. This normally works fine for a small sale. Again, lawyer review can be skipped or done at the quick read-through level. But what if the business you are buying is going to cost you $1,000,000. In that case, you still are in the small-business category but the money is more significant. This likely warrants an intermediate level of lawyer review (contract needs to be customized for the deal, with proper account taken of whether it should be structured as an asset sale, stock sale, or merger - each having different tax consequences - and with careful attention paid to reps and warranties, to conditions for closing, and to collateral matters such as non-compete, etc.). This might take $5K or $10K or sometimes more in lawyer time but it is money normally well spent (it certainly is if you are a small business owner and $1M is a lot of money to put at risk for your situation). And, of course, once you start talking about acquisitions in the tens or hundreds of millions, you need majo…
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