4 ms·

Bad headline by Ars. They lead with this quote: The board, according to one person familiar with the matter "Was told, not consulted." But follow up w

Bad headline by Ars. They lead with this quote: The board, according to one person familiar with the matter "Was told, not consulted." But follow up with the important bit: Facebook's board did vote on the deal, according to people familiar with the matter, though it was largely symbolic. The take-away is that they trust Zuck fully, but they still voted. He did garner approval from the board. The original WSJ article is worth reading: http://online.wsj.com/article/SB10001424052702304818404577350191931921290.html http://online.wsj.com/article/SB1000142405270230481840457735...

mikeryan 15y ago
I'm not terribly versed in board voting policies. But if Zuck has 57% of the voting shares is there a way for the board to block this if they wanted to? Or I guess more precisely, aren't all the FB board votes symbolic?
- amirmc 15y ago
  There may be minority protections and veto rights on things like acquisitions, company-sale and other substantive decisions. Edit: FB's probably in league of it's own though (as someone else mentioned, the S-1 filings would likely have the kind of info I'm referring to)
- lisper 15y ago
  No, the board votes are binding. But Zuck has complete control over the composition of the board, so he can pack it with whoever he wants. He can also remove members of the board at will. There is probably a limit to how much crazy shit he could pull before he would start to have trouble finding qualified people willing to serve on the board (which would probably in turn tank FB's stock price), but I don't think this comes anywhere close to that limit. It seems to me that this was a sound acquisition notwithstanding the potential conflicts of interest, and that Zuck used his authority in exactly the way that he should have to get it done with dispatch. It will be interesting to see what happens the first time he uses his authority to do something really questionable.
  - mjwalshe 15y ago
    Interesting in yesterdays Daily Telgraph there was a comment on Googles share price drop and how Wall Street wasn't keen on companies with multiple share classes.

mikeryan 15y ago

I'm not terribly versed in board voting policies. But if Zuck has 57% of the voting shares is there a way for the board to block this if they wanted to? Or I guess more precisely, aren't all the FB board votes symbolic?

amirmc 15y ago
There may be minority protections and veto rights on things like acquisitions, company-sale and other substantive decisions. Edit: FB's probably in league of it's own though (as someone else mentioned, the S-1 filings would likely have the kind of info I'm referring to)
lisper 15y ago
No, the board votes are binding. But Zuck has complete control over the composition of the board, so he can pack it with whoever he wants. He can also remove members of the board at will. There is probably a limit to how much crazy shit he could pull before he would start to have trouble finding qualified people willing to serve on the board (which would probably in turn tank FB's stock price), but I don't think this comes anywhere close to that limit. It seems to me that this was a sound acquisition notwithstanding the potential conflicts of interest, and that Zuck used his authority in exactly the way that he should have to get it done with dispatch. It will be interesting to see what happens the first time he uses his authority to do something really questionable.
- mjwalshe 15y ago
  Interesting in yesterdays Daily Telgraph there was a comment on Googles share price drop and how Wall Street wasn't keen on companies with multiple share classes.