One of the footnotes implies that your point 5) is not completely true: Notice the words "fully-informed disinterested majority." Even if Zuckerberg had formal

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.