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It's his company and his vote, and investors knew what they were buying and that they were investing in zuck more than they were investing in the company. Zuck

It's his company and his vote, and investors knew what they were buying and that they were investing in zuck more than they were investing in the company. Zuck voting this down is entirely within his rights and justified. There is no obligation to give up power just because others demand it

fredgrott 7y ago
sure there is..if future potential investors decide to ditch investing in FB for example.. its called fiduciary responsibility
- challenger22 7y ago
  Do you think the other shareholders would have voted to dump Zuck if they knew he did not have a majority position? This act could have been a protest vote knowing it would only reform his behavior, not remove him. Similar to how people speculate that Brexit was only voted in because nobody thought the vote would pass- it was a protest vote.
  - cal97g 7y ago
    The latter speculation is pure bullshit.
  - marvin-83 7y ago
    Such speculation of voting intentions is disingenuous. To take your example, only people that oppose the result of the Brexit vote suggest that voters didn't really mean what they voted; it's just a way to apply favourable spin to an unfavourable outcome.
    - atoav 7y ago
      Does everybody mean what they vote? Probably not, many people vote strategically or symbolically. But that doesn’t matter after the vote. The fascinating thing about Brexit was that the “people’s will” that was interpreted into the vote shifted its shape gradually over the months and years into whatever seemed to it the agenda that moment. Democracy is fundamentally about consensus, and the longer a decision affects the future, the more consensus there should be. In the Brexit process the most consens everybody could get was what 54%? And that 54% was gained on fraud and turned out to be split into fundamentally opposed directions. There was never consensus in Brexit.
      - marvin-83 7y ago
        I am not aware of any large, let alone national, democratic system that was based-on consensus. It has always been majority decision, with some variation on what constitutes a majority (e.g. simple majority, 2/3 majority, etc). I agree that the "people's will" talk is quite silly. Democratic support is notoriously fickle and claiming to represent a single coherent national will is disingenuous; but so is trying to reinterpret a vote after the fact. On matters such as these it is important not to let personal opinion cloud our perception. The brexit vote had a single question on the ballot and resulted in a clear majority (over a million vote difference). Both with this and the Facebook vote, we must be cautious before ascribing ulterior motives to voters.
        atoav 7y ago
        > I am not aware of any large, let alone national, democratic system that was based-on consensus. It has always been majority decision, with some variation on what constitutes a majority (e.g. simple majority, 2/3 majority, etc). I didn't imply consensus was strictly necessary for a decision. But if you have a legally non-binding vote, isn't it's purpose to show which option has the favour of the people rather than beeing interpreted as a legally binding majority. The bigger the majority and the higher the voter turnout the more you can speak of a consensus. If you vote on something that might change the course of a whole nation over the next decades, a small lead with no real or realistic plan should not be basis for any decision. If you had a 51.9% vs 48.1% result when asking for the color of a bikeshed you wouldn't even call it a clear result then. You probably would argue on and vote again in order to avoid social conflicts. Especially when it turns out that one side used illegal methods in the runup to the bikeshed elections and all the people who use bikes are out on a bike tour for the last weeks weren't allowed to vote. This is a silly example, but it explains precisely the mess the UK got itself into since the 2016 referendum. The majority was in fact so thin that demographic change alone (old people dying and young people becoming old enough to vote) would have swayed it in January of 2019¹. However if I were thrown into the debate without prior knowledge I would have asumed a majority of at least 75% for Leave based on the words of the prime minister alone. > Democratic support is notoriously fickle and claiming to represent a single coherent national will is disingenuous; but so is trying to reinterpret a vote after the fact. The basis of any democracy is a informed vote. The Brexit referendum can easily discribed as a misinformed vote: think about Cambridge Analytica², Russian Interference with the election³, the unlawful campaigning on the Leave side⁴ and the right out lies like the 350 million pounds that UK has to pay to the EU every week – a lie by the way, that forces Boris Johnson to court right now⁵. English is not my first language, I have no ties to the UK and don't live there. I have no skin in the game and IMO they should be able to leave the EU if they please. But as someone who cares about democratic and humanist values, I also hate to see how undemocratic the whole process was. Essentially rich guys who own the tabloid media spreading lies about the EU for decades⁶ and then as soon as the vote is done they think loud about abolishing human rights⁷. So in the beginning everybody voted for 350 million pounds on the side of a bus, and now they claim everybody voted for No-Deal all along. Ah and the money for the NHS... well it seems like they have just forgot they ever promised that. The problem here was that there was no real majority for anything – they said "Leave means Leave" when in fact it meant at least 3 mutually exclusive things depending on which one you asked. Imagine a cocktail party on a yacht. For some reason all passengers decide to vote whether they want to end the whole party. The leaving side has a majority because someone claimed you can stay on the yacht and be out of the yacht at the same time. But the ones that voted to leave are split in thre major plans: 1. those who want to go on land for a smoke and occasionally go back onto the yacht 2. those who want to go to a harbor and cancel the yacht trip 3. those who want to set the yacht on fire and crash it into an iceberg after throwing out the safety wests (but secretly keeping some for themselves). Of course you can say they all essentially want to leave the yacht, but there is no consensus between the three and no way on earth to make them all happen at once, because they are incompatible with each other. This is how I perceived the Brexit leave side: there was never any coherent plan and literally nobody voted on the same idea. That is why claiming there was a plan and claiming it was clear to everybody all along is a lie and boils down to > trying to reinterpret a vote after the fact If this was a clear vote, UK would have been out a while ago. But it wasn't and acting as if it was will only divide the nation further. ¹: https://www.independent.co.uk/voices/final-say-remain-leave-second-referendum-brexit-no-deal-crossover-day-a8541576.html https://www.independent.co.uk/voices/final-say-remain-leave-... ²: https://en.wikipedia.org/wiki/Cambridge_Analytica#United_Kingdom https://en.wikipedia.org/wiki/Cambridge_Analytica#United_Kin... ³: https://en.wikipedia.org/wiki/Russian_interference_in_the_2016_Brexit_referendum https://en.wikipedia.org/wiki/Russian_interference_in_the_20... ⁴: https://en.wikipedia.org/wiki/Unlawful_campaigning_in_the_2016_EU_referendum https://en.wikipedia.org/wiki/Unlawful_campaigning_in_the_20... ⁵: https://www.theguardian.com/politics/2019/may/29/boris-johnson-appear-court-eu-referendum-misconduct-claims https://www.theguardian.com/politics/2019/may/29/boris-johns... ⁶: https://www.nytimes.com/2017/05/02/world/europe/london-tabloids-brexit.html https://www.nytimes.com/2017/05/02/world/europe/london-tablo... ⁷: https://www.independent.co.uk/news/uk/politics/theresa-may-human-rights-act-repeal-brexit-echr-commons-parliament-conservatives-a8734886.html https://www.independent.co.uk/news/uk/politics/theresa-may-h...
    - Bartweiss 7y ago
      > Such speculation of voting intentions is disingenuous. For Brexit, maybe. It was at least a mass vote with an uncertain outcome. But this was a vote which was literally guaranteed to fail - the one thing which can't explain it is the 'normal' pattern where people vote for a result to get that result. It's like watching Congress pass a bill that the President has promised to veto, knowing they can't override the veto. It has to be tactical voting, simply because it can't be anything else. More concretely, there were two votes happening today - to oust Zuckerberg as chairman, and to end dual class stock. It was common knowledge that both were doomed, so all we can do is see what they suggested. 68% of outside investors supported the ouster, so we see a 17 point rise in the show of no-confidence from the same vote last year. Meanwhile 83% supported ending dual class stock, suggesting a 15-point spread of investors arguing they want more of a say, but are showing confidence in Zuckerberg's chairmanship. Questioning whether those 68% actually want Zuckerberg gone seems entirely fair, because taking the vote at face value would imply they're acting like King Canute, and didn't even understand what they were investing in.
      - marvin-83 7y ago
        I would agree that voting results where the outcome was known ahead-of-time should be considered with caution. Such information undoubtedly influences both how votes are cast and who decides to cast a vote.
  - Bartweiss 7y ago
    Even more directly, it looks like Congress passing a bill they know won't get past a veto. Rather than the uncertainty of Brexit, there's a single voter with veto power and a pre-declared position. (Though this is more extreme; in voting-theory terms, Presidents don't even have proper veto power, but Zuckerberg is a dictator.) I think the better headline here might have been "percentage of outside investors voting against Zuckerberg rises 17 points". You're exactly right - it's a show of no confidence, but hardly a guarantee that these voters actually want him removed.
emilfihlman 7y ago
Exactly this. If Zuckerberg had done something illegal with the voting power structure, SEC would have ousted him by now. Everyone knew what they were into when buying the stock and if not, the buyers had not done their due diligence, which is not Facebook's issue.
- JumpCrisscross 7y ago
  > If Zuckerberg had done something illegal with the voting power structure, SEC would have ousted him by now Lots of securities laws, particularly those relating to corporate governance, rely on private enforcement. The lack of SEC action in no way clears Zuckerberg.
yumraj 7y ago
It's not his company. It's a public company in which he does not own more than 50% of stocks. He just has more than 50% voting rights, which should never have been allowed, and should be one of the things that SEC should look at if/when any kind of antitrust probe is done. It leads to deviant behavior by public companies. Edit: Some people below are looking at it below from a purely investor standpoint. I'm not an investor in FB and own no stocks. I'm looking at the behavior of FB which IMHO is purely due to Zuck, him being unethical (as someone else has also called out below) and the fact that he has unchecked power in how he is running FB. Like in a Government, the Board is supposed to provide the checks and balances in a public company. Unfortunately, due to the voting structure the Board of FB is 100% impotent.
- wbl 7y ago
  Dual share classes have existed for a long time. If people dont like the share structure they can not invest.
  - toomuchtodo 7y ago
    Or compel the SEC to require a deprecation of dual class structure as part of a settlement agreement. All Facebook crimes are securities crime when you’re public (apologies to Matt Levine). This administration seems to want to go after tech. If you’re a large Facebook investor, encourage them. You’re going to lose some value, but less than if you leave Mark in charge.
    - bilbo0s 7y ago
      But there won't be any settlement agreement. That's the problem. Assuming there will is akin to just saying, "Well, someone will fix it" while executing the Jedi Hand Wave gesture. We're not Jedi. If we want things to change, we have to change the actual laws. Expecting lawyers to find some violation under current law is fanciful in the extreme.
  - eeeeeeeeeeeee 7y ago
    It’s really not that simple when FB is in so many funds / indexes. It has market effects even if you don’t invest in it.
JumpCrisscross 7y ago
> There is no obligation to give up power just because others demand it Kalanick also had a voting supermajority. Granted, Uber was unprofitable while Facebook is anything but. But if the fines and investigations and antitrust actions steam along, and shareholder lawsuits pile up, Zuckerberg’s position of strength could change. TL; DR This was a showboat vote. Not only did it have zero chance of passing, it’s also not binding. But few leaders survive a consistently-antagonistic independent minority.
village-idiot 7y ago
> There is no obligation to give up power just because others demand it No, but it would be a very good idea. Facebook insiders repeatedly have stressed that Zuck isn't a very good CEO, and that he really is much more fit for a CPO type role. That he apparently refuses to listen only reinforces the validity of this feedback in my mind.
Waterluvian 7y ago
So I want to understand this concept better. What if Zuckerberg declares a new mandate for Facebook; something legal but manifestly harmful to the company. Say he decides, "let's shut down ALL advertising and sell ALL of our work computers for a penny and make everyone take turns doing their job on a single PDP-8 located in Siberia." Is there any recourse for all the investors/stockholders other than scrambling to sell ASAP? Or put another way, is Zuckerberg legally allowed to run the company into the ground if he felt like it?
- creaghpatr 7y ago
  At some point if you extend that example far enough he could be sued for gross negligence or something like that- in the case you mention, someone having to slave in the proverbial gulag is gonna get hurt which would expose Zuck if he unilaterally issued those orders against the advice of everyone else. IANAL
- horsawlarway 7y ago
  >Or put another way, is Zuckerberg legally allowed to run the company into the ground if he felt like it? It depends on how he runs the company into the ground, and his state of mind while doing it. A CEO has a fiduciary duty to the shareholders - The CEO is supposed to act in a way he believes benefits the shareholders. They also have duties of Care - They must evaluate business decisions and agreements after taking into consideration information and input from shareholders/board/experts/employees etc Loyalty - They must act in the interests of the company and it's shareholders, putting this above decisions about their personal finances or outcome and Disclosure - They must inform the board and shareholders about challenges facing the company, or issues the company is having. ---------- That said... There's serious protection for the CEO in the "Business judgement rule" which says that as long as the CEO Fulfilled the above duties and acted openly and honestly - He's protected from any liability if the company loses money based on decisions he makes. So if Zuckerberg stated: "I will kill Facebook by intentionally making terrible decisions" then no - he's not allowed to do that at all, and will likely face many shareholder lawsuits.
  - tomp 7y ago
bongobongo 7y ago
This is a very narrow analysis that fails to account for any metric beyond the financial regulatory system, so I'm not surprised that it has led you to a strange and irrelevant conclusion. The metric to apply here is a moral one, and that's the one where Zuckerberg both fails to justify himself and fails to rise to minimum expectations of duty and obligation. It's also the metric that most people are applying in this situation.

fredgrott 7y ago

sure there is..if future potential investors decide to ditch investing in FB for example.. its called fiduciary responsibility

challenger22 7y ago
Do you think the other shareholders would have voted to dump Zuck if they knew he did not have a majority position? This act could have been a protest vote knowing it would only reform his behavior, not remove him. Similar to how people speculate that Brexit was only voted in because nobody thought the vote would pass- it was a protest vote.
- cal97g 7y ago
  The latter speculation is pure bullshit.
- marvin-83 7y ago
  Such speculation of voting intentions is disingenuous. To take your example, only people that oppose the result of the Brexit vote suggest that voters didn't really mean what they voted; it's just a way to apply favourable spin to an unfavourable outcome.
  - atoav 7y ago
    Does everybody mean what they vote? Probably not, many people vote strategically or symbolically. But that doesn’t matter after the vote. The fascinating thing about Brexit was that the “people’s will” that was interpreted into the vote shifted its shape gradually over the months and years into whatever seemed to it the agenda that moment. Democracy is fundamentally about consensus, and the longer a decision affects the future, the more consensus there should be. In the Brexit process the most consens everybody could get was what 54%? And that 54% was gained on fraud and turned out to be split into fundamentally opposed directions. There was never consensus in Brexit.
    - marvin-83 7y ago
      I am not aware of any large, let alone national, democratic system that was based-on consensus. It has always been majority decision, with some variation on what constitutes a majority (e.g. simple majority, 2/3 majority, etc). I agree that the "people's will" talk is quite silly. Democratic support is notoriously fickle and claiming to represent a single coherent national will is disingenuous; but so is trying to reinterpret a vote after the fact. On matters such as these it is important not to let personal opinion cloud our perception. The brexit vote had a single question on the ballot and resulted in a clear majority (over a million vote difference). Both with this and the Facebook vote, we must be cautious before ascribing ulterior motives to voters.
      - atoav 7y ago
        > I am not aware of any large, let alone national, democratic system that was based-on consensus. It has always been majority decision, with some variation on what constitutes a majority (e.g. simple majority, 2/3 majority, etc). I didn't imply consensus was strictly necessary for a decision. But if you have a legally non-binding vote, isn't it's purpose to show which option has the favour of the people rather than beeing interpreted as a legally binding majority. The bigger the majority and the higher the voter turnout the more you can speak of a consensus. If you vote on something that might change the course of a whole nation over the next decades, a small lead with no real or realistic plan should not be basis for any decision. If you had a 51.9% vs 48.1% result when asking for the color of a bikeshed you wouldn't even call it a clear result then. You probably would argue on and vote again in order to avoid social conflicts. Especially when it turns out that one side used illegal methods in the runup to the bikeshed elections and all the people who use bikes are out on a bike tour for the last weeks weren't allowed to vote. This is a silly example, but it explains precisely the mess the UK got itself into since the 2016 referendum. The majority was in fact so thin that demographic change alone (old people dying and young people becoming old enough to vote) would have swayed it in January of 2019¹. However if I were thrown into the debate without prior knowledge I would have asumed a majority of at least 75% for Leave based on the words of the prime minister alone. > Democratic support is notoriously fickle and claiming to represent a single coherent national will is disingenuous; but so is trying to reinterpret a vote after the fact. The basis of any democracy is a informed vote. The Brexit referendum can easily discribed as a misinformed vote: think about Cambridge Analytica², Russian Interference with the election³, the unlawful campaigning on the Leave side⁴ and the right out lies like the 350 million pounds that UK has to pay to the EU every week – a lie by the way, that forces Boris Johnson to court right now⁵. English is not my first language, I have no ties to the UK and don't live there. I have no skin in the game and IMO they should be able to leave the EU if they please. But as someone who cares about democratic and humanist values, I also hate to see how undemocratic the whole process was. Essentially rich guys who own the tabloid media spreading lies about the EU for decades⁶ and then as soon as the vote is done they think loud about abolishing human rights⁷. So in the beginning everybody voted for 350 million pounds on the side of a bus, and now they claim everybody voted for No-Deal all along. Ah and the money for the NHS... well it seems like they have just forgot they ever promised that. The problem here was that there was no real majority for anything – they said "Leave means Leave" when in fact it meant at least 3 mutually exclusive things depending on which one you asked. Imagine a cocktail party on a yacht. For some reason all passengers decide to vote whether they want to end the whole party. The leaving side has a majority because someone claimed you can stay on the yacht and be out of the yacht at the same time. But the ones that voted to leave are split in thre major plans: 1. those who want to go on land for a smoke and occasionally go back onto the yacht 2. those who want to go to a harbor and cancel the yacht trip 3. those who want to set the yacht on fire and crash it into an iceberg after throwing out the safety wests (but secretly keeping some for themselves). Of course you can say they all essentially want to leave the yacht, but there is no consensus between the three and no way on earth to make them all happen at once, because they are incompatible with each other. This is how I perceived the Brexit leave side: there was never any coherent plan and literally nobody voted on the same idea. That is why claiming there was a plan and claiming it was clear to everybody all along is a lie and boils down to > trying to reinterpret a vote after the fact If this was a clear vote, UK would have been out a while ago. But it wasn't and acting as if it was will only divide the nation further. ¹: https://www.independent.co.uk/voices/final-say-remain-leave-second-referendum-brexit-no-deal-crossover-day-a8541576.html https://www.independent.co.uk/voices/final-say-remain-leave-... ²: https://en.wikipedia.org/wiki/Cambridge_Analytica#United_Kingdom https://en.wikipedia.org/wiki/Cambridge_Analytica#United_Kin... ³: https://en.wikipedia.org/wiki/Russian_interference_in_the_2016_Brexit_referendum https://en.wikipedia.org/wiki/Russian_interference_in_the_20... ⁴: https://en.wikipedia.org/wiki/Unlawful_campaigning_in_the_2016_EU_referendum https://en.wikipedia.org/wiki/Unlawful_campaigning_in_the_20... ⁵: https://www.theguardian.com/politics/2019/may/29/boris-johnson-appear-court-eu-referendum-misconduct-claims https://www.theguardian.com/politics/2019/may/29/boris-johns... ⁶: https://www.nytimes.com/2017/05/02/world/europe/london-tabloids-brexit.html https://www.nytimes.com/2017/05/02/world/europe/london-tablo... ⁷: https://www.independent.co.uk/news/uk/politics/theresa-may-human-rights-act-repeal-brexit-echr-commons-parliament-conservatives-a8734886.html https://www.independent.co.uk/news/uk/politics/theresa-may-h...
  - Bartweiss 7y ago
    > Such speculation of voting intentions is disingenuous. For Brexit, maybe. It was at least a mass vote with an uncertain outcome. But this was a vote which was literally guaranteed to fail - the one thing which can't explain it is the 'normal' pattern where people vote for a result to get that result. It's like watching Congress pass a bill that the President has promised to veto, knowing they can't override the veto. It has to be tactical voting, simply because it can't be anything else. More concretely, there were two votes happening today - to oust Zuckerberg as chairman, and to end dual class stock. It was common knowledge that both were doomed, so all we can do is see what they suggested. 68% of outside investors supported the ouster, so we see a 17 point rise in the show of no-confidence from the same vote last year. Meanwhile 83% supported ending dual class stock, suggesting a 15-point spread of investors arguing they want more of a say, but are showing confidence in Zuckerberg's chairmanship. Questioning whether those 68% actually want Zuckerberg gone seems entirely fair, because taking the vote at face value would imply they're acting like King Canute, and didn't even understand what they were investing in.
    - marvin-83 7y ago
      I would agree that voting results where the outcome was known ahead-of-time should be considered with caution. Such information undoubtedly influences both how votes are cast and who decides to cast a vote.
- Bartweiss 7y ago
  Even more directly, it looks like Congress passing a bill they know won't get past a veto. Rather than the uncertainty of Brexit, there's a single voter with veto power and a pre-declared position. (Though this is more extreme; in voting-theory terms, Presidents don't even have proper veto power, but Zuckerberg is a dictator.) I think the better headline here might have been "percentage of outside investors voting against Zuckerberg rises 17 points". You're exactly right - it's a show of no confidence, but hardly a guarantee that these voters actually want him removed.

emilfihlman 7y ago

Exactly this. If Zuckerberg had done something illegal with the voting power structure, SEC would have ousted him by now. Everyone knew what they were into when buying the stock and if not, the buyers had not done their due diligence, which is not Facebook's issue.

JumpCrisscross 7y ago
> If Zuckerberg had done something illegal with the voting power structure, SEC would have ousted him by now Lots of securities laws, particularly those relating to corporate governance, rely on private enforcement. The lack of SEC action in no way clears Zuckerberg.

yumraj 7y ago

It's not his company. It's a public company in which he does not own more than 50% of stocks. He just has more than 50% voting rights, which should never have been allowed, and should be one of the things that SEC should look at if/when any kind of antitrust probe is done. It leads to deviant behavior by public companies. Edit: Some people below are looking at it below from a purely investor standpoint. I'm not an investor in FB and own no stocks. I'm looking at the behavior of FB which IMHO is purely due to Zuck, him being unethical (as someone else has also called out below) and the fact that he has unchecked power in how he is running FB. Like in a Government, the Board is supposed to provide the checks and balances in a public company. Unfortunately, due to the voting structure the Board of FB is 100% impotent.

wbl 7y ago
Dual share classes have existed for a long time. If people dont like the share structure they can not invest.
- toomuchtodo 7y ago
  Or compel the SEC to require a deprecation of dual class structure as part of a settlement agreement. All Facebook crimes are securities crime when you’re public (apologies to Matt Levine). This administration seems to want to go after tech. If you’re a large Facebook investor, encourage them. You’re going to lose some value, but less than if you leave Mark in charge.
  - bilbo0s 7y ago
    But there won't be any settlement agreement. That's the problem. Assuming there will is akin to just saying, "Well, someone will fix it" while executing the Jedi Hand Wave gesture. We're not Jedi. If we want things to change, we have to change the actual laws. Expecting lawyers to find some violation under current law is fanciful in the extreme.
- eeeeeeeeeeeee 7y ago
  It’s really not that simple when FB is in so many funds / indexes. It has market effects even if you don’t invest in it.

JumpCrisscross 7y ago

> There is no obligation to give up power just because others demand it Kalanick also had a voting supermajority. Granted, Uber was unprofitable while Facebook is anything but. But if the fines and investigations and antitrust actions steam along, and shareholder lawsuits pile up, Zuckerberg’s position of strength could change. TL; DR This was a showboat vote. Not only did it have zero chance of passing, it’s also not binding. But few leaders survive a consistently-antagonistic independent minority.

village-idiot 7y ago

> There is no obligation to give up power just because others demand it No, but it would be a very good idea. Facebook insiders repeatedly have stressed that Zuck isn't a very good CEO, and that he really is much more fit for a CPO type role. That he apparently refuses to listen only reinforces the validity of this feedback in my mind.

Waterluvian 7y ago

So I want to understand this concept better. What if Zuckerberg declares a new mandate for Facebook; something legal but manifestly harmful to the company. Say he decides, "let's shut down ALL advertising and sell ALL of our work computers for a penny and make everyone take turns doing their job on a single PDP-8 located in Siberia." Is there any recourse for all the investors/stockholders other than scrambling to sell ASAP? Or put another way, is Zuckerberg legally allowed to run the company into the ground if he felt like it?

creaghpatr 7y ago
At some point if you extend that example far enough he could be sued for gross negligence or something like that- in the case you mention, someone having to slave in the proverbial gulag is gonna get hurt which would expose Zuck if he unilaterally issued those orders against the advice of everyone else. IANAL
horsawlarway 7y ago
>Or put another way, is Zuckerberg legally allowed to run the company into the ground if he felt like it? It depends on how he runs the company into the ground, and his state of mind while doing it. A CEO has a fiduciary duty to the shareholders - The CEO is supposed to act in a way he believes benefits the shareholders. They also have duties of Care - They must evaluate business decisions and agreements after taking into consideration information and input from shareholders/board/experts/employees etc Loyalty - They must act in the interests of the company and it's shareholders, putting this above decisions about their personal finances or outcome and Disclosure - They must inform the board and shareholders about challenges facing the company, or issues the company is having. ---------- That said... There's serious protection for the CEO in the "Business judgement rule" which says that as long as the CEO Fulfilled the above duties and acted openly and honestly - He's protected from any liability if the company loses money based on decisions he makes. So if Zuckerberg stated: "I will kill Facebook by intentionally making terrible decisions" then no - he's not allowed to do that at all, and will likely face many shareholder lawsuits.
- tomp 7y ago

bongobongo 7y ago

This is a very narrow analysis that fails to account for any metric beyond the financial regulatory system, so I'm not surprised that it has led you to a strange and irrelevant conclusion. The metric to apply here is a moral one, and that's the one where Zuckerberg both fails to justify himself and fails to rise to minimum expectations of duty and obligation. It's also the metric that most people are applying in this situation.