Thread

1. xnx · 1790439571 · focus · HN ↗

   Fireship pointed out that the board members gave themselves a generous severance package in the very brief interim, so that was very possibly the whole plan.

   1. kingstnap · 1790443469 · focus · HN ↗

      Bizzare self dealing.

      Vote out dude who has 84% shareholder control.

      Immediately sign yourself a golden parachute deal for 8 million right before getting fired the next day.

      Seems like complete breach of fiduciary duty.

      1. ImPostingOnHN · 1790443620 · focus · HN ↗

         A breach of fiduciary duty" describes Matt's behavior through all his escapades here. Minority shareholder rights are a thing, it just seems there are no minority shareholders willing enough to deal with Matt's nonsense to fight for it.

         If there is any litigation, it opens Matt up to liability for the same thing. Unfortunately, as we've seen, Matt is willing to self-destruct himself and the company if it would effect sufficient self-glorification for him.

         1. tptacek · 1790444222 · focus · HN ↗

            Minority shareholder rights do not generally include a right to remove officers of the company unilaterally.

            1. FireBeyond · 1790459862 · focus · HN ↗

               But you can advocate for it.
            2. jacquesm · 1790461184 · focus · HN ↗

               If there are enough of them it certainly does.

               All you need is a quorum at the next board meeting. In this case that would have never worked but in the general case it could definitely happen.

            3. ImPostingOnHN · 1790469213 · focus · HN ↗

               Minority shareholders rights generally include a right to fairness, transparency, and protection against abuse by majority shareholders, all of which were violated here.

               1. NetMageSCW · 1790537455 · focus · HN ↗

                  What was the abuse?
            4. tremon · 1790594714 · focus · HN ↗

               Minority shareholders did no such thing. The board did that.
         2. to11mtm · 1790450246 · focus · HN ↗

            If anything the breach of fiduciary duty for those severance packages would not be Matt alone, if the board was the one voting for it.

            > Matt is willing to self-destruct himself and the company if it would effect sufficient self-glorification for him.

            I've worked for at least one boss with control issues and/or delusions of grandeur, and I will say that, well, if he's at the top, it's his choice for better or worse.

      2. hn_throwaway_99 · 1790451224 · focus · HN ↗

         Can you tell me where you see Matt has 84% voting control?

         I thought the reporting on this (at least in TechCrunch) was downright bizarre. The only thing that ever mattered was who had voting control, and I couldn't see anywhere that this was reported in TechCrunch. I can't even fathom how the other board members thought they could oust Matt if he had majority control. None of this makes any sense to me.

         Edit: I see the 84% number further down in the article. Still, that makes this make even less sense to me. How could the other board members vote out Matt as CEO with only a minority vote?

         1. runjake · 1790451919 · focus · HN ↗

            It makes a lot of sense when you see their severance package. I’m going with the hypothesis this was the whole point.
         2. NewJazz · 1790457216 · focus · HN ↗

            Possibly if the other board members were selected by shareholders (i.e. mostly Matt). He can replace them, but they represent his interests as a shareholder while they are on the board.
      3. cyanydeez · 1790454940 · focus · HN ↗

         yeah, because as we know, Corporations are all about ... giving

         1. irregularbowels · 1790455721 · focus · HN ↗

            [dead]

      4. tjwebbnorfolk · 1790457922 · focus · HN ↗

         fiduciary to whom? everyone who invested in the company knew they were buying in to something where one person controlled it.

         1. hiddencost · 1790458734 · focus · HN ↗

            ... You still are supposed to act in the best interests of your share holders.

            "Obviously the CEO was going to break the law, anyone who thought otherwise was a fool." is not grounds for voiding the legal obligations that CEO has to his shareholders.

         2. FireBeyond · 1790460535 · focus · HN ↗

            Says who? If one thing all this legal stuff has surfaced, it’s that has been entirely … opaque … about who is what and owns what. He’s said WP.org is him, personally and nothing to do with the foundation despite it being hosted on foundation servers, made comments about the foundation being independent when it’s just him, a buddy, and another awol buddy. And declined to mention that when Automattic “gifted” WP to the Foundation “so it could be free from corporate interests” that the Foundations first act, that same day, was to grant Automattic a free, irrevocable, exclusive, universal license.

            And that WPE didn’t owe the Foundation anything for their alleged issues, but their for profit competitor, his private company.

            Matt has used “foundation”, wp.org, wp.com and Automattic interchangeably for years based on whichever definition was most convenient to him that day, so I don’t really see “it’s clear exactly what people were getting into”.

            1. ValentineC · 1790461629 · focus · HN ↗

               > He’s said WP.org is him, personally and nothing to do with the foundation despite it being hosted on foundation servers, made comments about the foundation being independent when it’s just him, a buddy, and another awol buddy.

               I've followed the drama since the early days, but I don't remember anything about WP.org being hosted on Foundation servers.

               If anything, I have no idea what the purposes of the Foundation are/were, except to hold the trademark, and being a front for WordCamps in the early days.

               <a href="https:&#x2F;&#x2F;www.reddit.com&#x2F;r&#x2F;Wordpress&#x2F;comments&#x2F;1g40522&#x2F;501c3_as_a_personal_fiefdom&#x2F;" rel="nofollow">https:&#x2F;&#x2F;www.reddit.com&#x2F;r&#x2F;Wordpress&#x2F;comments&#x2F;1g40522&#x2F;501c3_as...

               1. FireBeyond · 1790472012 · focus · HN ↗

                  WPE’s filings, quoted Matt saying that, and then pointed out that the WP.org IP address was within the Foundation’s AS.
         3. rcxdude · 1790502875 · focus · HN ↗

            It&#x27;s a general protection meant to avoid a small majority from colluding to enrich themselves at the expense of the rest of the shareholders. It definitely seems to be getting eroded at this point, though, as multiple huge tech companies have managed to keep under the control of a single individual and investors seem content to just vote in a popularity contest where their money gets traded for tickets that don&#x27;t represent any meaningful control of the asset they supposedly represent.
      5. MiroslavPokorny · 1790485797 · focus · HN ↗

         This is why America is dying...

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