Comment by Analemma_
8 hours ago
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.
Wordpress is a private company. This is a normal private-company structure.
I'm not suggesting the board actually did anything legally risky here. The standards for that in Delaware are high. But morally, it's much harder to defend, so long as they knew this is what the outcome would be --- which it seems like they kind of clearly did.
Automattic, you mean. But it’s easy to get confused. WP.org is him, not the Foundation, but is hosted on Foundation servers. WP Engine owes Automattic money, not the Foundation, or community, but Automattic because the Foundation silently granted Automattic commercial rights to WP, the same day they told the community they were the WordPress stewards to keep it free from commercial influence.
Moral dimensions are an interesting topic, but moral actions come first and foremost from environments that promote group morality. I’d argue that Mullenweg has spent a lot of time and effort undermining that. Besides in the world of big business if the lawyers are consulted and give the high sign the moral dimension is often superficial, performative, or absent.
The board does have the legal ability to fire the CEO, provided that it passes a very bar, such as being able to prove mental unfitness, etc... which wasn't the case here.
On the other hand, if you're arguing that a board should be able to fire the CEO without cause and have him barred for eternity, then you're arguing that majority shareholders shouldn't be allowed to serve as CEO - in a private company !! - which has been the basis of capitalism for ever. It would destroy the economy as we know it.
That's news to me. One of the few real powers of the board is to fire the CEO. You don't need to put the CEO on a PIP first. If the board thinks the CEO could do better, that is all that it takes.
The board represents the will of the shareholders. When the CEO is also the majority shareholder with 84% of the voting power, the board better have a damn good reason, otherwise the majority shareholder can simply dissolve the board and appoint a new one, which he did.
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