3 ms·

What are those several narrow paths? The article is pretty speculative but it does have a law professor basically saying he can't think of much.

by CPLX 3y ago

jacquesm 3y ago
Duty of care towards employees and investors, decision made too hasty, conflicts of interest, insufficient balance between the various interests and responsibilities. Note that even if the grounds of the lawsuit are narrow if you prevail the damages can be immense. So the professor is talking about the likelihood of success, not about what will happen if the plaintiffs prevail. The plaintiff with the strongest motive (Microsoft) is now actively contributing to the damage so I doubt it is them that are going to sue.
- jboydyhacker 3y ago
  MSFT doesn't have a fiduciary duty or a duty of care like a director does. They are shareholders.
  - jacquesm 3y ago
    Of course they don't. I said 'plaintiff' not defendant.
- CPLX 3y ago
  Conflicts of interest sure if they were clear and proven. The rest sounds like there’s not much to work with. The only actual action is firing an at will employee. The various supposed consequences are sort of second order effects that could easily be ascribed to the action of others and most of them haven’t actually happened as of now. There’s a LOT of people in the world that have absolutely no interest in a court precedent that a board can’t just fire a CEO if they want to. This is basically a textbook application of the business judgement rule, and it’s even more clear cut since it’s a non profit and the board gets to decide how they want to interpret the mission.
  - jacquesm 3y ago
    I would rather not be on the receiving end of a lawsuit for any of those. Besides the possible reputation damage there is the real danger of personal liability.
    - CPLX 3y ago
      Not really. People can sue anyone for anything and do all the time. Being sued by powerful people is worse than being sued by random people. These are truisms and meaningless observations. There's not really much of a case for the premise that you can sue the board of a charity for a hiring/firing decision. What's the rationale? There isn't one. And the law professor quoted in the article basically said yeah I can't really think of one. And you haven't stated one here. Look at this in the reverse. If the board of Microsoft fired Satya tomorrow suddenly would OpenAI have cause of action for a lawsuit against them? Of course not, what would even be the premise for that? It's literally the same fact pattern though.
- fbdab103 3y ago
  People make crap decisions all the time. So long as the board can claim it was their belief it was the best decision for the company/mission, is there a precedent for taking the team to task? That being said, everything is securities fraud.
  - jacquesm 3y ago
    They can make the claim, that's easy. And then they will have to show all of the relevant documentation to prove that that claim is what they say it is. Meeting minutes, text messages, emails etc. And there had better not be evidence of deletion or alteration of any of those, which given the fact that there is already one defector will be very hard.
    - fbdab103 3y ago
      Even if they just had a 12 second meeting, "You know what, the current CEO is trash. He did not send me a birthday card. Shows lack of character, unbefitting the company. He is gone" - does the board not have the broad latitude to make such decisions? Not sure they have to document the decision beyond the action.
      - jacquesm 3y ago
        No, a board is supposed to weigh their decisions carefully and only after due deliberation and concern for all possible outcomes should they decide. This isn't a boy scout operation, it's the governance structure of a 90 billion dollar company. That comes with some requirements regarding temperament and wisdom. They definitely would have to document the decision, if they wish to sidestep future liability due to being challenged on that decision and not being able to prove that they went through all of the required steps of the dance to make an irreversible decision with far reaching consequences.
        CPLX 3y ago
        Sure but Microsoft doesn't have standing. You can't just sue to reverse decisions you don't like if you're not a party to the decision at all. What's your theory of standing for this cause of action?

What are those several narrow paths? The article is pretty speculative but it does have a law professor basically saying he can't think of much.

by CPLX 3y ago

What are those several narrow paths? The article is pretty speculative but it does have a law professor basically saying he can't think of much.

jacquesm 3y ago

Duty of care towards employees and investors, decision made too hasty, conflicts of interest, insufficient balance between the various interests and responsibilities. Note that even if the grounds of the lawsuit are narrow if you prevail the damages can be immense. So the professor is talking about the likelihood of success, not about what will happen if the plaintiffs prevail. The plaintiff with the strongest motive (Microsoft) is now actively contributing to the damage so I doubt it is them that are going to sue.

jboydyhacker 3y ago
MSFT doesn't have a fiduciary duty or a duty of care like a director does. They are shareholders.
- jacquesm 3y ago
  Of course they don't. I said 'plaintiff' not defendant.
CPLX 3y ago
Conflicts of interest sure if they were clear and proven. The rest sounds like there’s not much to work with. The only actual action is firing an at will employee. The various supposed consequences are sort of second order effects that could easily be ascribed to the action of others and most of them haven’t actually happened as of now. There’s a LOT of people in the world that have absolutely no interest in a court precedent that a board can’t just fire a CEO if they want to. This is basically a textbook application of the business judgement rule, and it’s even more clear cut since it’s a non profit and the board gets to decide how they want to interpret the mission.
- jacquesm 3y ago
  I would rather not be on the receiving end of a lawsuit for any of those. Besides the possible reputation damage there is the real danger of personal liability.
  - CPLX 3y ago
    Not really. People can sue anyone for anything and do all the time. Being sued by powerful people is worse than being sued by random people. These are truisms and meaningless observations. There's not really much of a case for the premise that you can sue the board of a charity for a hiring/firing decision. What's the rationale? There isn't one. And the law professor quoted in the article basically said yeah I can't really think of one. And you haven't stated one here. Look at this in the reverse. If the board of Microsoft fired Satya tomorrow suddenly would OpenAI have cause of action for a lawsuit against them? Of course not, what would even be the premise for that? It's literally the same fact pattern though.
fbdab103 3y ago
People make crap decisions all the time. So long as the board can claim it was their belief it was the best decision for the company/mission, is there a precedent for taking the team to task? That being said, everything is securities fraud.
- jacquesm 3y ago
  They can make the claim, that's easy. And then they will have to show all of the relevant documentation to prove that that claim is what they say it is. Meeting minutes, text messages, emails etc. And there had better not be evidence of deletion or alteration of any of those, which given the fact that there is already one defector will be very hard.
  - fbdab103 3y ago
    Even if they just had a 12 second meeting, "You know what, the current CEO is trash. He did not send me a birthday card. Shows lack of character, unbefitting the company. He is gone" - does the board not have the broad latitude to make such decisions? Not sure they have to document the decision beyond the action.
    - jacquesm 3y ago
      No, a board is supposed to weigh their decisions carefully and only after due deliberation and concern for all possible outcomes should they decide. This isn't a boy scout operation, it's the governance structure of a 90 billion dollar company. That comes with some requirements regarding temperament and wisdom. They definitely would have to document the decision, if they wish to sidestep future liability due to being challenged on that decision and not being able to prove that they went through all of the required steps of the dance to make an irreversible decision with far reaching consequences.
      - CPLX 3y ago
        Sure but Microsoft doesn't have standing. You can't just sue to reverse decisions you don't like if you're not a party to the decision at all. What's your theory of standing for this cause of action?