4 ms·

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 precede

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?
      - jacquesm 3y ago
        Lack of duty of care exercised by board members with conflicts of interest all over the place affecting innocent bystanders in their internal squabbles.

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?
    - jacquesm 3y ago
      Lack of duty of care exercised by board members with conflicts of interest all over the place affecting innocent bystanders in their internal squabbles.