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.
It's a valid stance for a random individual, but not for a board member, who assumes additional obligations that are external to their own personal morals. If your morality and your board duties conflict, your obligation is to resign.
Incorrect. Resignation is merely one of your infinite valid options. Your obligations are mostly not to do various incorrect things, not to do any particular specific thing other than pursue a goal.
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.
All you're really saying here is that you wish Mullenweg had lost this power struggle. I get that. I'm not sticking up for Mullenweg. But the adults in the room all knew that Mullenweg wasn't going to lose, and created chaos anyways. You can't pin that on Mullenweg.
> All you're really saying here is that you wish Mullenweg had lost this power struggle
If that is "all" you read in the post, I encourage you to take more than a couple seconds to read it, because you completely missed every single point.
Matt is an adult and had a choice. He approved the board. He knew the board had the severance package they had when he made it. Then he realized he regretted his own board choices because they were putting their responsibility to the company above loyalty to him personally.
As a result, he selected the option which was worst for the company, worst for investors, worst for fiscal responsibility, and best for himself and only himself. That is all far less ethical and moral than anything you've alleged.
> Alternatively, Matt can resign if he doesn't like what his bosses did
The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure, within the limits of the Delaware statutes with regards to the protection of minority shareholders.
That's sort of true and sort of not, right? He's not in fact "the boss" of the board, though with his voting ability (and that of his committed proxies) he can replace the board instantly.
The board has every right to fire the CEO. That's not at issue. The board could reasonably do that even if the CEO has majority voting control --- iff the board is certain the CEO won't immediately reverse the decision and replace the board. If they fire the CEO performatively (or as a hail mary) knowing the CEO will reverse them, they're causing operational chaos with no upside, and that's not something the board can legitimately do.
There's a subtext in some comments about this that the board can legitimately express a position that it's better that the company not exist than exist with Mullenweg at the helm. That's not a legitimate thing for the board to pursue.
> The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure
Both are true. The board as a whole is his boss in his role as CEO. He is the board's boss in his role as majority shareholder. That makes the situation a little less clear.
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.
It's a valid stance for a random individual, but not for a board member, who assumes additional obligations that are external to their own personal morals. If your morality and your board duties conflict, your obligation is to resign.
I think noisy resignation is the rational move for various reasons.
But I don’t think it’s required. The director under Delaware law is not conceptualized as a proxy for the whims of a majority of the voting rights.
Incorrect. Resignation is merely one of your infinite valid options. Your obligations are mostly not to do various incorrect things, not to do any particular specific thing other than pursue a goal.
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.
All you're really saying here is that you wish Mullenweg had lost this power struggle. I get that. I'm not sticking up for Mullenweg. But the adults in the room all knew that Mullenweg wasn't going to lose, and created chaos anyways. You can't pin that on Mullenweg.
> All you're really saying here is that you wish Mullenweg had lost this power struggle
If that is "all" you read in the post, I encourage you to take more than a couple seconds to read it, because you completely missed every single point.
Matt is an adult and had a choice. He approved the board. He knew the board had the severance package they had when he made it. Then he realized he regretted his own board choices because they were putting their responsibility to the company above loyalty to him personally.
As a result, he selected the option which was worst for the company, worst for investors, worst for fiscal responsibility, and best for himself and only himself. That is all far less ethical and moral than anything you've alleged.
> Alternatively, Matt can resign if he doesn't like what his bosses did
The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure, within the limits of the Delaware statutes with regards to the protection of minority shareholders.
That's sort of true and sort of not, right? He's not in fact "the boss" of the board, though with his voting ability (and that of his committed proxies) he can replace the board instantly.
The board has every right to fire the CEO. That's not at issue. The board could reasonably do that even if the CEO has majority voting control --- iff the board is certain the CEO won't immediately reverse the decision and replace the board. If they fire the CEO performatively (or as a hail mary) knowing the CEO will reverse them, they're causing operational chaos with no upside, and that's not something the board can legitimately do.
There's a subtext in some comments about this that the board can legitimately express a position that it's better that the company not exist than exist with Mullenweg at the helm. That's not a legitimate thing for the board to pursue.
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> The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure
Both are true. The board as a whole is his boss in his role as CEO. He is the board's boss in his role as majority shareholder. That makes the situation a little less clear.
1 reply →