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Not surprising, was wondering how SoftBank seemingly walked away so easily. If you are Softbank do you use this Covid crisis to back WeWork in to a corner even
by bruceb 7y ago
Not surprising, was wondering how SoftBank seemingly walked away so easily.
If you are Softbank do you use this Covid crisis to back WeWork in to a corner even if their suit is legitimate as they might run out of cash before it reaches the courts?
From what I understood SoftBank already owns a majority of WeWork so how does the company they own, suing them work?
- ivalm 7y agoThey own minority of voting shares and control minority of the board. Since Adam’s shares are still his he has the control.
- gnopgnip 7y agoThere is still a fiduciary duty to the minority shareholders by the majority shareholder
- dragonwriter 7y agoNo, but there's a fiduciary duty of the management (even if installed by the majority shareholder) to the minority shareholders. It's a fine distinction, especially when those roles are often exercised by an overlapping set of individual people, but it's the management as a collective agent of the shareholders that owes a fiduciary duty to all, including minority, shareholders. Shareholders, as such, do not owe each other or the firm a fiduciary duty.
- eldavido 7y agoThe thing you want to read about here is "material adverse change". Look it up. It's a contractual clause common in M&A that lets the buyer back out if something "bad" happens. A textbook MAC would be, I'm buying a house and the house burns down. The core of this litigation is sure to be whether whatever has happened with wework is in scope for the MAC clause in their loan/M&A docs, or not.
- jzl 7y agoNo matter what's in the contract, I'm pretty sure it just comes down to Sun saying "You want the money? Sue me. Good luck, you'll never see it."