3 ms·

The interesting thing to me is all the comments saying "the state shouldn't be involved". Maybe that's true (I don't have an opinion because I haven't researche

The interesting thing to me is all the comments saying "the state shouldn't be involved". Maybe that's true (I don't have an opinion because I haven't researched it at all), but it doesn't matter. If you are running a company, these are the kinds of things you need to care about. One's personal sensibilities don't matter a lick when the regulators come knocking. Instead, I would look at this (and whatever fallout occurs) as a warning of the kinds of things you have to think about and use it to sharpen skills so as to not be on the receiving end. And, once again, if you don't skirt gray areas of ethics, you are less likely to face problems. Did Twitter give an offer? "Well, that's open to 'interpretation', and I'm going to interpret it as 'no'."

joonix 14y ago
Any time you are selling or dealing with securities you need to be working closely with your lawyers. From what I understand, Zuckerberg showed disregard to FB's board when going through this process, and it looks like Instagram's founders acted in the same manner. Sounds like they just sat around and hammered out a deal on a personal level. That can't be the case. You have to have your board as well as lawyers involved because you could be breaking securities laws as well as breaching your fiduciary duty as a corporate director.
- 001sky 14y ago
  Zuckerberg showed disregard to FB's board... Generally speaking, 5% of the company's (and below) is not considered 'material' in common usage. But, self-dealing issue is another matter. Nearly any amount of compensation is likely to be material relative to the salary of the Instagram CEO (for example), and in any event self-dealing is a more of a bright-line test (unjust enrichement).
rayiner 14y ago
> The interesting thing to me is all the comments saying "the state shouldn't be involved". Maybe that's true (I don't have an opinion because I haven't researched it at all), but it doesn't matter. You have no right to be able to engage in profit-seeking business and have your personal assets protected from any liability that might result from that activity. People take that basic, fundamental, fact completely for granted. The corporate form and limited liability is a pure creature of state law designed to incentivize investment and building businesses. The state, the source of this privilege, thus has an automatic interest in any corporate activity, especially activity by corporate officers that might undermine the legitimate function of the corporation.

joonix 14y ago

Any time you are selling or dealing with securities you need to be working closely with your lawyers. From what I understand, Zuckerberg showed disregard to FB's board when going through this process, and it looks like Instagram's founders acted in the same manner. Sounds like they just sat around and hammered out a deal on a personal level. That can't be the case. You have to have your board as well as lawyers involved because you could be breaking securities laws as well as breaching your fiduciary duty as a corporate director.

001sky 14y ago
Zuckerberg showed disregard to FB's board... Generally speaking, 5% of the company's (and below) is not considered 'material' in common usage. But, self-dealing issue is another matter. Nearly any amount of compensation is likely to be material relative to the salary of the Instagram CEO (for example), and in any event self-dealing is a more of a bright-line test (unjust enrichement).

rayiner 14y ago

> The interesting thing to me is all the comments saying "the state shouldn't be involved". Maybe that's true (I don't have an opinion because I haven't researched it at all), but it doesn't matter. You have no right to be able to engage in profit-seeking business and have your personal assets protected from any liability that might result from that activity. People take that basic, fundamental, fact completely for granted. The corporate form and limited liability is a pure creature of state law designed to incentivize investment and building businesses. The state, the source of this privilege, thus has an automatic interest in any corporate activity, especially activity by corporate officers that might undermine the legitimate function of the corporation.