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Automattic has a new board after failed attempt to put CEO on leave

148 points · 194 comments · ilamont

flerchin · 1790439254 · focus · HN ↗
It says he has 84% of the voting shares. Is there any possible way that the board could have been successful? Regardless of Mullenberg, (and I know he's controversial) a coup that is pre-ordained to fail seems like value destroying negligence.
1. toast0 · 1790443343 · focus · HN ↗
  Deleware law [1] says
  > Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
  California law specifically allows for a meeting called by stockholders with 10% of the vote, but for Deleware, a large holder would need authorization in the bylaws. If there was no such provision, a board could plausibly control the company until the next annual meeting, or until court action. Annual meetings can be delayed a bit, but any stockholder can force one once they're a little late.
  If you were concerned about the judgement of the CEO/majority holder, and you were optimistic that it was a temporary issue, it might make sense to remove said person for as long as possible; be it a few months or a day and a half.
  [1] <a href="https://law.justia.com/codes/delaware/title-8/chapter-1/subchapter-vii/section-211/" rel="nofollow">https://law.justia.com/codes/delaware/title-8/chapter-1/subc...
  1. WJW · 1790456384 · focus · HN ↗
    Why would they assume it's a temporary issue though? There's been drama around wordpress for years now, and almost all of it has been around the CEO.
    jeltz · 1790459624 · focus · HN ↗
    Yeah, that is the main thing which makes to board look bad. Mulleweg has always been a problem and will not stop being so. They should have resigned.

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