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. tptacek · 1790441715 · focus · HN ↗

      Yeah, if Mullenweg really did control a majority of the voting shares, the previous board are the villains in this story no matter what you think of Mullenweg.

      1. Analemma_ · 1790443090 · focus · HN ↗

         What were they supposed to do? If you’ve been following Mullenweg’s behavior, he’s clearly unstable, and while this is admittedly armchair diagnosis, a lot of his recent writing gives me strong stimulant psychosis vibes. Granted maybe you shouldn’t take a job as a board member at a company where the CEO has 83% of voting shares to begin with, but once you’re there, you still have a fiduciary duty to do what’s best for the company, so IMO they were obligated to at least try and eject him.

         1. tptacek · 1790443158 · focus · HN ↗

            Resign.

            1. ImPostingOnHN · 1790443781 · focus · HN ↗

               Alternatively, Matt can resign if he doesn't like what his bosses did. Instead he chose to vote out his bosses: also an apparently legal option, albeit one much worse for the company's fiscal situation.

               Indeed, Matt has a fiscal responsibility to resign from the company and stfu. He's dragging it down for all the investors, of which he is only one, and doing it purely for personal glory. That is unethical.

               Boards vote themselves pay packages all the time. It was unwise for Matt to agree to pay it out by firing them for reasons purely personal to Matt.

               Matt, since we know you are reading this: Do what is best for the company, not yourself: go away.

               1. ragall · 1790450245 · focus · HN ↗

                  > Alternatively, Matt can resign if he doesn't like what his bosses did

                  The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure, within the limits of the Delaware statutes with regards to the protection of minority shareholders.

                  1. pdpi · 1790455131 · focus · HN ↗

                     > The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure

                     Both are true. The board as a whole is his boss in his role as CEO. He is the board's boss in his role as majority shareholder. That makes the situation a little less clear.

                     1. ragall · 1790478122 · focus · HN ↗

                        The role as a majority shareholder wins, and only courts can decide that that's not the case and declare the CEO to be unfti.

                        1. ImPostingOnHN · 1790547098 · focus · HN ↗

                           It doesn't "win" in the sense that they get a direct, share-proportional vote during board meetings. That is the role of the board: it is the one that votes on CEO.

                           I don't think a court examining the board's removal of matt would conclude they acted improperly based on some gross simplification to "the role as majority shareholder role wins", that's why the board was able to legally remove matt. They made the right call, and matt subsequently made a different call in removing them because he was mad and full of himself. Both calls seem technically legal.

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