3 ms·

Doesn't Zuckerberg have full control of the board?

• JumpCrisscross 9y ago
  > Doesn't Zuckerberg have full control of the board? Zuckerberg has voting control of Facebook, in part due to some financial engineering in 2016 [1]. He does not control the Board. Board members have a fiduciary "duty of care," i.e. "the duty to pay attention and to try to make good decision" [2]. This duty is to the company as a whole, not just its majority vote-holder [3][4]. (That said "American courts simply do not hold directors liable for business decisions, made without a conflict of interest, unless those decisions are completely irrational. The doctrine of noninterference is known as the business judgment rule." [2]) [1] https://www.bloomberg.com/view/articles/2016-04-28/mark-zuckerberg-gets-to-control-facebook-a-while-longer https://www.bloomberg.com/view/articles/2016-04-28/mark-zuck... [2] http://www.oecd.org/daf/ca/corporategovernanceprinciples/1872746.pdf http://www.oecd.org/daf/ca/corporategovernanceprinciples/187... page 6 [3] https://en.wikipedia.org/wiki/Shareholder_oppression https://en.wikipedia.org/wiki/Shareholder_oppression [4] http://www.sgalaw.com/news-and-views/2010/4/27/shareholder-oppression-in-delaware.html http://www.sgalaw.com/news-and-views/2010/4/27/shareholder-o...
  • chrischen 9y ago
    What does that mean? He can't control the opinion of the board members but he can control the decisions of the board as whole?