2 ms·
>, this is a classic illegal maneuver in corporate law -- I think the term is "freezeout merger." It works like this: Alex, Beth, and Casey each own 1/3 of FooC
by jasode 9y ago
>, this is a classic illegal maneuver in corporate law -- I think the term is "freezeout merger."
It works like this: Alex, Beth, and Casey each own 1/3 of FooCo. So Alex and Beth get together and, by a 66% vote, agree to sell the assets of FooCo to BarCo for $1. BarCo just happens to be owned by Alex and Beth without Casey.
FYI for those who don't happen to know the early Facebook ownership story... Mark Z attempted a variation of this.[1][2]
FooCo would be the Facebook (Florida) LLC created April 2004.
BarCo would be the Facebook (Delaware) Inc created July 2004.
Alex & Beth would be Mark Zuckerberg & Dustin Moskovitz & Sean Parker & et al except for Eduardo Saverin. Casey would be Eduardo Saverin.
>A court, and the rest of the world, will find this argument ridiculous.
Yes, the real world confirms that. After Eduardo Saverin figured out that he was diluted via trickery, he sued Mark. Mark lost and owed Eduardo additional stock (worth billions).
[1] http://www.businessinsider.com/how-mark-zuckerberg-booted-his-co-founder-out-of-the-company-2012-5 http://www.businessinsider.com/how-mark-zuckerberg-booted-hi...
[2] https://en.wikipedia.org/wiki/Squeeze-out https://en.wikipedia.org/wiki/Squeeze-out
- jacquesm 9y agoZuckerberg really has all the makings of a president.