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I'm not sure I fully understand this. Perhaps someone can explain. What the fuck does which piece of paper he signed change? If I understand this correctly, th

I'm not sure I fully understand this. Perhaps someone can explain. What the fuck does which piece of paper he signed change? If I understand this correctly, the bare facts are: 1). Zuckerberg is a director, this doesn't seem to be in dispute. 2). Zuckerberg makes up the shareholder majority with 60% of the shares, this also doesn't seem to be in dispute. 3). Zuckerberg believed that the salaries awarded to the board of directors were fair, I guess this could be argued except for... 4). There is paperwork that proves he believed this prior to commencement of this lawsuit... it may be the wrong paperwork, but it is still indisputable evidence that he held this belief at such a time as which this lawsuit would be unfounded. 5). The law states that so long as the shareholder majority (which is proven by number 2) decides the awarded salaries are fair (which is assumed by 3 and proven by 4), then they are fair. No amount of paper shuffling or hypothesizing that will change this conclusion. The judge should point out the clerical error, tell him to fix it and throw the case out. This kind of bullshit is the reason why the court system is under so much pressure and can't try real cases; and also why bottom feeding lawyers are making so much money just to be giant pains in the ass to society while extorting a shit ton of money, endorsed by the legal system to fuel future bullshit lawsuits. Has the legal system/department of justice taken leave of its senses?

k__ 11y ago
> 2). Zuckerberg makes up the shareholder majority with 60% of the shares, this also doesn't seem to be in dispute. Nope, he has 60% of the voting power, but not 60% of the shares. He simply owns shares that give him more votes per share. He isn't owning the majority of Facebook anymore, so he is considered a "regular" shareholder. But because of his voting power, he can act like he owns the place most of the time.
- balabaster 11y ago
  The result is the same, but thanks for that clarity. Your point clears up a misunderstanding I've had about how that works for a while.
  - k__ 11y ago
    The difference is: If he owns >50% of the company, no one can sue him over this matter, because there is no way that >50% of the shareholders have a different opinion about payment. AFAIK he owns <20% of the company, so there are about >80% of shareholders who can have a different opinion about payment.
    - gamblor956 11y ago
      Key term: "disinterested majority" In this case Zuck could not be part of the disinterested majority since it was his salary up for vote. Consequently, his shares (and the accompanying votes) should have been ignored.
      - TheCoelacanth 11y ago
        The article says that the vote only concerned the salaries of the six directors who are not employed by Facebook in some other capacity, so Zuckerberg wasn't voting on his own salary.
        k__ 11y ago
        Well, seems to me like he was too greedy and careless. If he would have kept >50%, everything would be fine.
burkaman 11y ago
One of the footnotes implies that your point 5) is not completely true: Notice the words "fully-informed disinterested majority." Even if Zuckerberg had formally voted for the pay packages, shareholders could have claimed that he wasn't fully informed or disinterested in his vote, and then Facebook would have had to litigate that. The legal opinion is fairly easy to read and I think will answer some of your questions: http://courts.delaware.gov/opinions/download.aspx?ID=231620 http://courts.delaware.gov/opinions/download.aspx?ID=231620 On page 16, why do these formalities matter at all? "This Court has recognized more broadly that, “[b]ecause Section 228 permits immediate action without prior notice to minority stockholders, the statute involves great potential for mischief and its requirements must be strictly complied with if any semblance of corporate order is to be maintained.”" And then on page 33: "If Zuckerberg does not need to provide written consents to ratify the 2013 Compensation, why require written consents for any other action he takes? Such a regime would essentially negate most requirements under Delaware law to notify stockholders of meaningful events." I still think this lawsuit is stupid, but it goes a little deeper than "rules are rules". And I think the problem is not really that he "signed the wrong document" like the article implies, but that he didn't sign any document at all to notify the shareholders and indicate their approval.
teachingaway 11y ago
I think the answer is this: the law requires the exact document - a shareholder consent. It's binary. Either you have the consent or your don't. The judges don't want to be bothered with shades of gray. Allowing an exception for docs that are "close enough" would lead to long and expensive arguments about whether something was "close enough" or not. Sure, the rule is harsh, but there's an upside. You can look at a corporate doc and know right away whether it's sufficient. No debate. It's either 100% correct, or else it doesn't pass muster. On balance, is it a good rule? I don't know! It's just one way to write a rule, and there are some upsides (certainty) and downsides (harsh results for a clerical error).

k__ 11y ago

> 2). Zuckerberg makes up the shareholder majority with 60% of the shares, this also doesn't seem to be in dispute. Nope, he has 60% of the voting power, but not 60% of the shares. He simply owns shares that give him more votes per share. He isn't owning the majority of Facebook anymore, so he is considered a "regular" shareholder. But because of his voting power, he can act like he owns the place most of the time.

balabaster 11y ago
The result is the same, but thanks for that clarity. Your point clears up a misunderstanding I've had about how that works for a while.
- k__ 11y ago
  The difference is: If he owns >50% of the company, no one can sue him over this matter, because there is no way that >50% of the shareholders have a different opinion about payment. AFAIK he owns <20% of the company, so there are about >80% of shareholders who can have a different opinion about payment.
  - gamblor956 11y ago
    Key term: "disinterested majority" In this case Zuck could not be part of the disinterested majority since it was his salary up for vote. Consequently, his shares (and the accompanying votes) should have been ignored.
    - TheCoelacanth 11y ago
      The article says that the vote only concerned the salaries of the six directors who are not employed by Facebook in some other capacity, so Zuckerberg wasn't voting on his own salary.
      - k__ 11y ago
        Well, seems to me like he was too greedy and careless. If he would have kept >50%, everything would be fine.

burkaman 11y ago

One of the footnotes implies that your point 5) is not completely true: Notice the words "fully-informed disinterested majority." Even if Zuckerberg had formally voted for the pay packages, shareholders could have claimed that he wasn't fully informed or disinterested in his vote, and then Facebook would have had to litigate that. The legal opinion is fairly easy to read and I think will answer some of your questions: http://courts.delaware.gov/opinions/download.aspx?ID=231620 http://courts.delaware.gov/opinions/download.aspx?ID=231620 On page 16, why do these formalities matter at all? "This Court has recognized more broadly that, “[b]ecause Section 228 permits immediate action without prior notice to minority stockholders, the statute involves great potential for mischief and its requirements must be strictly complied with if any semblance of corporate order is to be maintained.”" And then on page 33: "If Zuckerberg does not need to provide written consents to ratify the 2013 Compensation, why require written consents for any other action he takes? Such a regime would essentially negate most requirements under Delaware law to notify stockholders of meaningful events." I still think this lawsuit is stupid, but it goes a little deeper than "rules are rules". And I think the problem is not really that he "signed the wrong document" like the article implies, but that he didn't sign any document at all to notify the shareholders and indicate their approval.

teachingaway 11y ago

I think the answer is this: the law requires the exact document - a shareholder consent. It's binary. Either you have the consent or your don't. The judges don't want to be bothered with shades of gray. Allowing an exception for docs that are "close enough" would lead to long and expensive arguments about whether something was "close enough" or not. Sure, the rule is harsh, but there's an upside. You can look at a corporate doc and know right away whether it's sufficient. No debate. It's either 100% correct, or else it doesn't pass muster. On balance, is it a good rule? I don't know! It's just one way to write a rule, and there are some upsides (certainty) and downsides (harsh results for a clerical error).