It's easy to paint in a dim light if you don't know the facts, in particular the big picture, including the competitive landscape. The value of Instagram to Fa

It's easy to paint in a dim light if you don't know the facts, in particular the big picture, including the competitive landscape. The value of Instagram to Facebook in particular is different than the value to any other company. If Facebook is worth $100 billion and Instagram poses a 1.1% threat to the value of the company then it's worth it to pay $1 billion to take them out. In particular Instagram being bought by twitter probably poses much more risk to Facebook than $1 billion. Twitter wasn't in a position to buy them for $1 billion in stock so Twitter loses out. I have a feeling that even a year or two from now buying Instagram is going to look like a very smart play, in 10 years it might just look genius. Remember that Yahoo had the opportunity to buy Google for $1 million and turned it down. Given that Instagram added 10 million users on the news of acquisition it seems fairly sane. Thus with those figures in hand it's easy to paint a picture where the board acted with fiduciary duty in the interests of shareholders. Even on a balance of probabilities this would be a difficult case to prove in court.