Comment by tptacek
7 hours ago
They're specifically not supposed to represent the interests of a minority of the shareholders!
That doesn't mean they're required to faithfully represent the interests of any one person with majority voting power, but it does mean they can't select some random subset of minority voters and serve them instead.
Legally the board has the duty to represent all shareholders, minority and majority, and of they cannot they have to resign.
Minority shareholders with far less ownership can and have successfully sued corporations for a failure to represent their interests too.
Sure, but it's not the within board's authority to preempt a court's decision and fire the CEO. The board should have resigned, and let the minority shareholders sue so that that court may decide.
I didn’t say that they’re beholden to the minority, they have a duty to ALL shareholders which is generally most clearly expressed through acting in the wellbeing of the company itself.
It's not clear what the wellbeing of the company actually is, especially if there's a disagreement between shareholders as to how long of a horizon the management has to think about. Delaware courts are well known to give great leeway to majority shareholders, with some narrow exceptions.