Thread

1. betteryet · 1790454725 · focus · HN ↗

   How did the board plan pull this off if Mullenweg has 84% of the voting shares? For that matter, what is even the purpose of a board in a multi-class share structure with the founder holding above 50% voting shares.

   1. ncr100 · 1790462002 · focus · HN ↗

      Speculation: performative, seeking to illustrate Mullenweg's gross unsuitability for the organization.

      1. CPLX · 1790462269 · focus · HN ↗

         How does the word "performative" apply to an exercise of the board's one major function? Wouldn't that be the definition of substantive?

         The fact that they were subsequently fired doesn't make it into a performance. It's still a board resolution.

         1. nobodyandproud · 1790463562 · focus · HN ↗

            With 84% of voting shares by the CEO, the board was setup to fail.

            1. CPLX · 1790464018 · focus · HN ↗

               I mean, they didn't fail. They were tasked with deciding if the guy was capable of doing the job. They decided that he wasn't and fired him.

               Subsequent to that, they were removed from their positions. Failure is a subjective assertion that implies that they had some idea that they were going to do something different than what they actually did, but that doesn't seem supported by any of the actual facts.

               Seems to me they successfully communicated that their judgment and decision was that he should be fired, and are no longer responsible for the outcome, as they've been removed from their fiduciary duty of making judgments like that.

               1. nobodyandproud · 1790466490 · focus · HN ↗

                  Except, that’s far short of the full responsibilities of the board.

                  1. CPLX · 1790466547 · focus · HN ↗

                     What exactly should they have done differently?

                     1. ragall · 1790477949 · focus · HN ↗

                        Resign and let minority shareholders sue, in order to have the courts decide that Matt is unfit as CEO. It wasn't the board's authority to decide the CEO was illegally abusing his powers, only courts can decide that.

                        1. CPLX · 1790512282 · focus · HN ↗

                           What are you talking about that literally is exactly what the board’s power is. Explicitly.

                           1. ragall · 1790516850 · focus · HN ↗

                              It is not. Boards don't have the power to decide on issues of legality, which is the purview of courts.

                              1. CPLX · 1790533815 · focus · HN ↗

                                 I'm not even sure what you're talking about. I think you're lost.

                                 Boards have the power to decide any and everything in a corporate structure. They are, in fact, the only way that a decision of the corporation is made and made official.

                                 I'm not sure what legality has to do with any of this. A corporation is a legal structure, and a board is its decision-making body. If you're talking about criminal charges or disputes between parties about who's got the power or authority to do something, then those are decided by courts, but in a civil context courts don't originate decisions. Courts ratify decisions or choose between dissenting views on what the decision is.

                                 1. ragall · 1790588959 · focus · HN ↗

                                    I'm talking about the fact that this is a special situation, where the majority shareholder is also the CEO. In that case the board cannot effectively fire the CEO because he, as the majority shareholder, also had the power to nullify that. The only way to remove such a CEO is to sue and ask the Court of Chancery of Delaware to have the CEO removed and barred from further appointments as CEO. The board can't do that, as it's outside its authority.

                                    The members of the board should have recognized the special nature of this situation, and take the only principled course of action possible here: resign and sue to have the CEO removed and barred; instead they let the interim CEO give himself a golden parachute (so much for protecting the shareholders, he was protecting his arse).

                                    1. CPLX · 1790605851 · focus · HN ↗

                                       But why should they have done that instead of what they did which was far simpler and had the effect of communicating their point of view effectively.

                                       The CEO can't fire the board. The board can fire the CEO.

                                       The majority of shareholders can fire the board.

                                       The fact that one person plays the role of two of those actors is interesting but one of the whole points of corporate governance is that everybody plays their actual role when they're in that role and assigned to do that role.

                                       In that context the board tasked with making a decision on who should be CEO made a defensible decision and then they were fired by the shareholders who disagreed. This is exactly what's supposed to happen. Everything is by the book.

                                       1. ragall · 1790610814 · focus · HN ↗

                                          > The CEO can't fire the board.

                                          He can when he's the majority shareholder.

                                          > but one of the whole points of corporate governance is that everybody plays their actual role when they're in that role and assigned to do that role.

                                          Where do you think you are ? In Victorian England where everyone dutifully plays one's role with a stiff upper lip and never tries to abuse power ?

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