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ImPostingOnHN • today at 12:41 AM • 1 reply • view on HN

> the board should always consult with the shareholders before taking such action

This is ridiculous. Boards are elected by shareholders to act on behalf of their fiduciary interests, the actions the board took were in that interest, and matt replaced the board, because he placed personal power above financial upside. He's explicitly said this is the case before.

The fact that one of the shareholders ultimately voted against all of the shareholders' fiduciary interest does not mean the board made a wrong or unethical or immoral decision. It means that Matt did (who, notably, approved the board and then changed his mind, no doubt causing further operational chaos at the company).

> The interesting question here is whether the new severance packages, that the board gave itself in the brief interim, will be considered legal. We'll have to wait for a lawsuit to settle that.

I'm excited for this proposition because it would mean discovery of matt's terrible management decisions for the company as evidence that the board acted in investors' fiduciary interest in removing him, and that he acted against it in removing them. And I have faith that matt is deluded and shortsighted enough to open himself up to that by trying such a suit. I just don't have faith that courts will look down on directors choosing company health and investor interests over matt's crazy.


Replies

ragall • today at 3:01 AM

> Boards are elected by shareholders to act on behalf of their fiduciary interests, the actions the board took were in that interest, and matt replaced the board, because he placed personal power above financial upside

Contrary to popular opinion, Delaware courts have given great leeway to majority shareholders in deciding a company's strategy, and placing certain things above short-term "financial upside" is among those.

> I'm excited for this proposition because it would mean discovery of matt's terrible management decisions

It's funny you don't see the contradiction between considering the board as the paladins of small shareholders, just while the board was allowing the new interim CEO to leech company money by giving himself (and the chief legal counsel) a golden parachute.