What Will Happen to Zimbra? (Groklaw) [LWN.net]

Groklaw takes a look at the Zimbra project. "I'm worrying about Zimbra, a project I had high hopes for. You'll find it interesting how the Zimbra forum is anguishing over a proposed Microsoft hostile takeover of Yahoo! since it's obvious it won't wish to help Zimbra, a competitor to a Microsoft product, Exchange. Note how one forum member writes that the only way to protect it is if it is GPLd." Some of Zimbra's source code is currently available under a Yahoo Public License.

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What Will Happen to Zimbra? (Groklaw)

Posted Feb 5, 2008 23:33 UTC (Tue) by zotz (guest, #26117) [Link] (7 responses)

Interesting thought:

Put in a poison pill type play for your company that in the event of a takeover (hostile?) or
sale or bankruptcy, will stipulate that your software copyrights (other copyrights?) will all
be put under the GPL (or other appropriate Free and copyleft license in the even of non-code)
and then transfered to the FSF or some such organization.

Put it in your articles of association if you can.

Put it in an agreement of sale and sell a copy of the software to the same organization.

Put it in an agreement with code contributors.

Anywhere else that could help?

all the best,

drew

What Will Happen to Zimbra? (Groklaw)

Posted Feb 6, 2008 4:49 UTC (Wed) by drag (guest, #31333) [Link] (1 responses)

I suppose you could setup a bank (or whatever is most apropriate) as a sort of conservator.
(not sure about the legal term for it) That is the corporation working on the source code
would hand over copyrights to this conservator group. Then the corporation would have a
contract with that conservator that they retain the rights to relicense as they see fit, but
under certain circumstances the conservator would release the code to full-GPL license outside
their control or release it to the FSF or whatever.


That way a corporation could retain control over the copyrights, as if they actually still
owned them completely, but it would remove the ability of corporation to go back on their
agreements. It reduces the chances for conflict of interests or for hostile take overs to hurt
third party's interests with the code in question.

THis way companies like Sun who want to agressively deal with other rival companies still can
be trusted by their licensees.

What Will Happen to Zimbra? (Groklaw)

Posted Feb 6, 2008 7:01 UTC (Wed) by Cato (guest, #7643) [Link]

In some proprietary software contracts, the customer inserts a clause on 'change of control'
meaning that when the software vendor is taken over (or in some cases even if their software
is no longer competitive generally), the source code is automatically released.  A very common
contract item is that if the vendor goes bust their source code is released.  This is done
through 'source code escrow' in which a trusted third party is given snapshots of code by the
vendor whenever there is a new release, and the third party has strict rules based on contract
as to when it can release the software to the customer.

The NCC is a UK organisation that does a lot of this, and has a useful set of guides - see
http://www.ncc.co.uk/research/projects/escrow_guide.cfm - and there's also a short Wikipedia
article at http://en.wikipedia.org/wiki/Source_code_escrow. There are many commercial
providers of source code escrow.

What Will Happen to Zimbra? (Groklaw)

Posted Feb 6, 2008 15:13 UTC (Wed) by proski (guest, #104) [Link] (3 responses)

Would not Yahoo be prevented from giving away or spinning off its assets while Microsoft is bidding on it? It's an unsolicited bid, but isn't it still a bid? It's not like I can put a computer on eBay and start taking away its parts is I don't like the highest bidder.

I wish Yahoo could do something about Zimbra, but I'm afraid it may be too late.

What Will Happen to Zimbra? (Groklaw)

Posted Feb 6, 2008 18:08 UTC (Wed) by allesfresser (subscriber, #216) [Link] (1 responses)

I guess they'd just have to change their bid.  Poor them.  ;-)

If there's no contract between them, there's no grounds for any objection from an unsolicited
bidder.

What Will Happen to Zimbra? (Groklaw)

Posted Feb 6, 2008 19:29 UTC (Wed) by proski (guest, #104) [Link]

Actually, Yahoo is a publicly traded company, which may put some limitations on them. If not - fine, I just wanted to make sure.

What Will Happen to Zimbra? (Groklaw)

Posted Feb 7, 2008 2:01 UTC (Thu) by jordanb (guest, #45668) [Link]

Logically if one business could restrict a competitor from making certain business moves (like
getting rid of subsidiaries) by floating a hostile takeover bid, wouldn't such bids be flying
around all the time?

What Will Happen to Zimbra? (Groklaw)

Posted Feb 7, 2008 3:14 UTC (Thu) by sepreece (guest, #19270) [Link]

For public companies, the shareholders (and board of directors) might be unhapy with the
company giving away its assets to avoid a takeover. They might be more interested in the
premium the bidder would be willing to pay than in keeping the company out of the buyer's
hands.

What Will Happen to Zimbra? (Groklaw)

Posted Feb 6, 2008 10:16 UTC (Wed) by achitnis (guest, #20) [Link] (1 responses)

The "Poison Pill" idea (sounds a bit bad, because it isn't really bad) was what Trolltech put
into Qt - in the event of a takeover where they could no longer develop Qt, the code goes BSD.
Would have preferred GPL, but in this case it made business sense - one could just pick up the
BSD'd code and start a new company with it.

What Will Happen to Zimbra? (Groklaw)

Posted Feb 7, 2008 10:25 UTC (Thu) by buchanmilne (guest, #42315) [Link]

Would have preferred GPL

That wouldn't make much sense, since the idea is to make it freer than the licenses currently available (GPLv2, GPLv3), especially for customers who have bought licenses which allow them to create proprietary software based on Qt.

What Will Happen to Zimbra? (Groklaw)

Posted Feb 7, 2008 10:36 UTC (Thu) by buchanmilne (guest, #42315) [Link] (1 responses)

Why is GPL the only way to protect the Zimbra source code? LGPLv3 (and a few others) would surely also do?
While some of the (current) code is under YPL, previous releases (which are available from sourceforge) contain the code under the Zimbra Public License 1.2, Apache License, or the MPL1.1, which all allow re-distribution of the original code and modifications (which the YPL does not). So, it is possible to fork Zimbra, just not from a release newer than October 2007.

What Will Happen to Zimbra? (Groklaw)

Posted Feb 7, 2008 11:07 UTC (Thu) by job (guest, #670) [Link]

Only the open source version of Zimbra which is missing some functionality. What you really
want, if you use it in a corporate environment, is their non-free version. This is a
legitimate worry in light of the recent announcement.