A Nice Decision for Bloggers

When I first began this blog, I had an interesting exchange with a gentleman in the U.K. He was particularly interested in concerns I might have about potential liability for comments posted to my blog. Evidently, his attorneys had advised him not to open up his blog to comments for this reason. My response was that the opportunity for comment is what makes a blog so valuable (and interesting). To me that outweighs risks arising from an inappropriate post.

Not that I’ve been overly concerned, but last week, the California Supreme Court in Barrett v. Rosenthal helped provide some clarity (and comfort) for those of us subject to California jurisdiction.

Now, that the dust has settled a bit.

I spent much of last week reading various press accounts of Sun’s decision to open source the Java platform. I usually do this after major announcements to get a sense of how clearly and accurately we have communicated externally. But what I’m noticing is that while the views of traditional media remain important, we are increasingly interested in the feedback received from blogs and the comments posted by blog readers. These are becoming great indicators of how well an announcement, such as this one, is ultimately understood and received.

I participated in a number of media interviews in connection with the Java announcement. But, I had reservations about speaking to business journalists about such a complex and nuanced area. Given the questions asked by one of the reporters, I was certain that my responses would be reported in a very inaccurate journalistic mashup.

Thankfully, that interview wasn’t used. But, in the interest of clarity, I thought it would be useful to provide some of the questions that the reporter should have asked along with my responses.

Q: “What was the involvement of Sun’s legal team in the decision to open source Java?”

A: “The decision to release any Sun technology in open source is a collective effort involving the engineering, marketing and legal organizations. Our attorneys have been key contributors to the formation and 11-year evolution of the Java Community Process. They also have significant expertise in open source licensing. With this combination of knowledge and insight they were integral participants in the open sourcing of the Java platform.”

Q: “Why was the GNU General Public License (GPL) chosen?”

A:”The first step for us in open sourcing a technology is to understand what our internal business partners are trying to achieve. Then, the legal team reviews the available licensing models and makes recommendations as to which is most appropriate. In this case, we wanted an OSI-approved license. For OpenSolaris, we created the OSI-approved Common Development and Distribution Agreement (CDDL), a derivative of the Mozilla Public License (MPL) that is designed to be more re-useable by others for their own open source projects. In this way we attempted to reduce the need for new MPL derivative licenses and combat license proliferation. And, in fact, it has worked out as many non-Sun projects have chosen to release their code under the CDDL.

A key factor in our decision was selecting a license that would continue to help drive community adoption of the Java platform. Currently, there are more than 4 billion devices worldwide that use the Java platform. Think about that number for a second. It’s a staggering example of the power of a community – in this case the Java community – to drive a common global platform. We could have selected the CDDL, but we wanted a license that would be embraced by the Linux community and that was in harmony with the already existing and thriving Java GPL community. The GPL requires that any code combined with GPL code must be distributed under the same license. Developers must provide their contributions back to the community. This provision provides a mechanism to ensure that Java continues as a unifying platform for innovation.”

Q: “Why didn’t you release under GPLv3?”

A: “The short answer is that it doesn’t yet exist in final form. The Free Software Foundation has provided a very robust and open process for developing GPLv3. We have representatives from both our business and legal teams participating in this effort.

Q: What was the process for open sourcing the Java platform?

First of all, let me make clear that this was not a trivial effort. We had a number of people working amazing hours (thanks Chris, Melissa and the rest of the team) to get everything done in a compressed period. The most involved part of the process is the extensive due diligence review. This is where we examine the code base to identify any contributions, attributions, notices or other indications of non-Sun intellectual property. Once this is completed, we then review our legal agreements to ensure that we have the rights necessary to place any of the identified third party code into open source. If we don’t, then we engage in a renegotiation with the licensor to acquire the necessary rights. In some cases, where we aren’t successful, we will release the code in binary form. To give you an idea of the scope and complexity of this exercise, the Java Standard Edition platform contains over 6 million lines of code.

Although this a challenging task, it is becoming a core competency of our legal, marketing and engineering teams. We’ve done it with OpenOffice, OpenSPARC and OpenSolaris. We’ve even released “Duke” in open source!

Annual Stockholder Meeting

We just held our Annual Stockholder Meeting. It’s the one-day of the year that I am guaranteed to wear a suit. I think it’s also a favorite day for my young teenage daughter. She savors the chance to give me one of those “you aren’t really going to wear thaaaaat are you?” comments — said with appropriate roll of the eyes– as I go out the door. I do have to admit, the suit felt a bit tighter this year.

Our team did a great job pulling everything together for this year’s meeting. For those of you who have forgotten to refill your Ambien prescription, you can listen to me reading from my script here.

Much of the reason the meeting went so well is the result of work done earlier in the year. At the direction of our board of directors, our team has actively engaged with a number of shareholder groups and solicited their input on our corporate governance policies. The result was that we made a significant number of changes, including:

adoption of majority voting for directors;

removal of our stockholder rights plan;

adoption of performance based stock award;

adoption of a mandatory retirement age for directors;

adoption of annual board and committee self-assessments;

implementation of stock ownership guidelines for executives, and

creation of a presiding director duty statement.

Also, as a result of recent management changes, Sun’s Chairman and CEO positions are now held by separate individuals. For those who are interested, page 14 of our proxy has additional details.

To me, however, the current form of Annual Stockholder Meeting is an archaic holdover from the days when international trading markets were non-existent. Back then, it made sense that you would be able to have all of your stockholders together in a single physical location. That no longer is the case. Today, stockholders are located around the globe. And, because of the use of brokers and proxies, the outcome of the vote at the meeting is usually no surprise. So, you end up spending a great deal of money in terms of facilities, security and internal resources for something that is generally attended by no more than 100 to 200 individual stockholders. For them, the real value is the opportunity to directly question management (and we had some very thoughtful questions at this year’s meeting). But, it does seem unfair that stockholders that are not physically present don’t have the opportunity to do the same.

My personal belief is that in the very near future, Annual Stockholder Meetings will move from the physical to the virtual. (In fact, Delaware corporate law already permits this.) Through live interactive web casts, voting will be electronic and real-time and stockholders will be able to question management and directors by email, phone or over the web.

To some, this may seem farfetched, but take a look at the first comment posted to Jonathan Schwartz’s recent blog. It’s from SEC Commissioner Cox. You may recall that Jonathan and I previously sent a letter to Commissioner Cox advocating the idea that dissemination of material information through corporate websites and blogs should satisfy Reg FD. Looks like the SEC is interested in discussing the idea further.

I’m beginning to think this whole “Internet thing” might catch on. 😉

Perspective

It’s been a hectic few days. We announced earnings late last week and many in our group spent time packing as we moved offices. This week, the pace increased as we prepared for meetings of our Board of Directors and board committees (Audit, Corporate Governance and Compensation). And, tomorrow, we will hold our Annual Stockholder Meeting. Along with preparations for these corporate events, we have, of course, had to cover the normal business needing our support (which at Sun is never “normal”).

It’s easy to get caught up in this torrent of business and legal work, especially when it’s interesting and in collaboration with wonderful colleagues. But, every now and then something gives you reason to pause and provides perspective.

Today, in the midst of all these activities, I broke away from the office to attend the funeral of a member of our department who had worked for us for over 15 years. She died unexpectedly less than two weeks ago leaving a husband and teenage son. I can’t imagine their pain, but I know that our organization feels a deep loss. The amazing response to our request for donations for her son’s education is reflective as much of our desire to help him as it is the need to do something to ease our own sadness.

The funeral itself was beautiful – no, “joyous” is the more appropriate word. It was heartening to see so many current and former members of the Sun community in attendance. At one point, after a beautiful gospel hymn, the minister asked us all to stand. He then pointed at us and said: “If so many of you are here, I don’t know how any work is getting done at Sun today.” At that moment, it really didn’t matter.

Sandra, your beautiful smile and quiet grace will remain with us.