Comment by tptacek
6 hours ago
Yeah, if Mullenweg really did control a majority of the voting shares, the previous board are the villains in this story no matter what you think of Mullenweg.
6 hours ago
Yeah, if Mullenweg really did control a majority of the voting shares, the previous board are the villains in this story no matter what you think of Mullenweg.
What were they supposed to do? If you’ve been following Mullenweg’s behavior, he’s clearly unstable, and while this is admittedly armchair diagnosis, a lot of his recent writing gives me strong stimulant psychosis vibes. Granted maybe you shouldn’t take a job as a board member at a company where the CEO has 83% of voting shares to begin with, but once you’re there, you still have a fiduciary duty to do what’s best for the company, so IMO they were obligated to at least try and eject him.
Definitely not award themselves very generous severance packages, that sounds fishy as hell regardless of any other factors.
If the packages are generous enough, it would create an incentive not to fire them, and, that way, be actually in the best interest of the company.
If the CEO is indeed insane and incapable of fulfilling his duties, and he still controls 84% of the voting shares, all options are nuclear.
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> What were they supposed to do?
The normal thing to do is to resign from the board. Maybe put out a statement explaining why.
Resign.
That's merely an option, not the only option, or the only valid option, or even necessarily the most valid option.
Do the right thing and make someone else be guilty of actively firing me for doing the right thing, (and leave the door open for the theoretical possibility that they don't), rather than me being guilty of giving up, is a perfectly valid stance, even if it's not what you would do.
It's one thing to say "well obviously Matt will just do the obvious thing we all "just know" he will" and it's quite another for Matt to actually do it. One is conjecture, the other is recorded fact history. Matt can no longer say he wouldn't do something like fire an entire board for the crime of doing their jobs. It's valuable to force the issue.
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Alternatively, Matt can resign if he doesn't like what his bosses did. Instead he chose to vote out his bosses: also an apparently legal option, albeit one much worse for the company's fiscal situation.
Indeed, Matt has a fiscal responsibility to resign from the company and stfu. He's dragging it down for all the investors, of which he is only one, and doing it purely for personal glory. That is unethical.
Boards vote themselves pay packages all the time. It was unwise for Matt to agree to pay it out by firing them for reasons purely personal to Matt.
Matt, since we know you are reading this: Do what is best for the company, not yourself: go away.
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[dead]
If they can see that Mullenweg has lost it completely and beyond their ability to influence, and they also know that he’s a tyrant who would happily screw them, this seems like a fairly rational exit.
Obviously that may not be the case, but when the captain is steering the ship into rocks over and over the crew is going to take what they can and hit the lifeboats.
Ed sp
No, if the board doesn't believe it can continue to serve the company and meet its fiduciary duty, its obligation is to resign. CEO is an operational role; the board by design is not. It's a very big deal to "fire" the CEO, and doing so when you don't actually have the voting authority to follow through seems pretty close to malfeasance.
I mean it sounds like “board which does not actually have the legal ability to fire the CEO” is a fundamentally defective concept and shouldn’t be allowed to exist in the first place. But once it does and you are in that situation, I think you are obligated to make the best attempt you can at your nominal duties. I have no idea where you’re getting “malfeasance” from at this attempt.
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