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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

by 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).