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Mark Zuckerberg Signed the Wrong Document

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Re: Mark Zuckerberg Signed the Wrong Document

#91

Post by aianus »

forgetsusername wrote: post #90
aianus wrote: post #89

Earlier quoted context omitted.

You would not have wanted to invest in a Google or Facebook run by some MBA instead of the founders.

> You would not have wanted to invest in a Google or Facebook run by some MBA instead of the founders. I invest in companies run by MBAs all of the time. I don't fear them or think they're inherently stupid. I mean, "tech people" have never failed at running companies, am I right?

> I invest in companies run by MBAs all of the time.

So do I. But not if it's a tech growth startup. If you'd replaced Zuckerberg with an MBA in 2006 they would have exited at $1B, pocketed the cash, and moved on.

Re: Mark Zuckerberg Signed the Wrong Document

#92

Post by bko »

arethuza wrote: post #76
downandout wrote: post #72

Earlier quoted context omitted.

To be sure, his work was a mixed bag. His firm ran the shareholder case against Enron, which clearly was not baseless litigation (his personal share of the legal fees awarded in that case alone was rumored to be $80 million). However, having read a few things about him, the majority of the cases he brought were designed to extort quick settlements out of the companies. He was/is reviled by corporate America, and he p…

He might also appeal to people who are generally pro-corporate but also like to see anyone (individual or corporation) brought to justice if they misbehave? Can you really "extort" money through the court system in the US?

No one is really "brought to justice" in lawsuits since they're not criminal. Its simply a transfer of wealth from shareholders (e.g. anyone who invests in this company through a 401k or market index) to litigants.

Re: Mark Zuckerberg Signed the Wrong Document

#93

Post by bko »

arethuza wrote: post #76
downandout wrote: post #72

Earlier quoted context omitted.

To be sure, his work was a mixed bag. His firm ran the shareholder case against Enron, which clearly was not baseless litigation (his personal share of the legal fees awarded in that case alone was rumored to be $80 million). However, having read a few things about him, the majority of the cases he brought were designed to extort quick settlements out of the companies. He was/is reviled by corporate America, and he p…

He might also appeal to people who are generally pro-corporate but also like to see anyone (individual or corporation) brought to justice if they misbehave? Can you really "extort" money through the court system in the US?

No one is really "brought to justice" in lawsuits since they're not criminal. Its simply a transfer of wealth from shareholders (e.g. anyone who invests in this company through a 401k or market index) to litigants.

Re: Mark Zuckerberg Signed the Wrong Document

#94

Post by balabaster »

forgetsusername wrote: post #82
wolf550e wrote: post #80

Earlier quoted context omitted.

Patent trolling is extortion, isn't it?

Extortion is a crime.

Unless it is mandated or endorsed by the Government - which by proxy of the Patent & Trademark office, patent trolling is.

We might think of it, feel that it is or fully believe that it is extortion, but the Government feels that this is okay because "Fuck what we think. Lobbyists said this is fair, so it must be so."

Re: Mark Zuckerberg Signed the Wrong Document

#95

Post by forgetsusername »

aianus wrote: post #91
forgetsusername wrote: post #90

Earlier quoted context omitted.

> You would not have wanted to invest in a Google or Facebook run by some MBA instead of the founders. I invest in companies run by MBAs all of the time. I don't fear them or think they're inherently stupid. I mean, "tech people" have never failed at running companies, am I right?

> I invest in companies run by MBAs all of the time. So do I. But not if it's a tech growth startup. If you'd replaced Zuckerberg with an MBA in 2006 they would have exited at $1B, pocketed the cash, and moved on.

>If you'd replaced Zuckerberg with an MBA in 2006 they would have exited at $1B, pocketed the cash, and moved on.

Well, this is all bizarre speculation..but so what? Then what would have happened to the company? What would the purchaser have done with it? What would Zuckerberg have gone on to build?

Maybe our difference of opinion lies in what we think of Facebook. Personally, I think it's a successful, well-run (so far) company that makes a product that's a vehicle to sell advertising. From that perspective, I don't think it's exactly earth-shattering stuff. I don't even use it.

Re: Mark Zuckerberg Signed the Wrong Document

#96

Post by roymurdock »

sopooneo wrote: post #28

If a share barely gives you voting rights, and the company does not, and does in the foreseeable future plan to, issue dividends, then what is the inherent value of the stock? Is it just my portion of the proceeds in case of a firesale?

Expectations of capital gains and a weak claim on assets.

Re: Mark Zuckerberg Signed the Wrong Document

#97

Post by balabaster »

I'm not sure I fully understand this. Perhaps someone can explain.

What the fuck does which piece of paper he signed change? If I understand this correctly, the bare facts are:

1). Zuckerberg is a director, this doesn't seem to be in dispute.

2). Zuckerberg makes up the shareholder majority with 60% of the shares, this also doesn't seem to be in dispute.

3). Zuckerberg believed that the salaries awarded to the board of directors were fair, I guess this could be argued except for...

4). There is paperwork that proves he believed this prior to commencement of this lawsuit... it may be the wrong paperwork, but it is still indisputable evidence that he held this belief at such a time as which this lawsuit would be unfounded.

5). The law states that so long as the shareholder majority (which is proven by number 2) decides the awarded salaries are fair (which is assumed by 3 and proven by 4), then they are fair.

No amount of paper shuffling or hypothesizing that will change this conclusion.

The judge should point out the clerical error, tell him to fix it and throw the case out.

This kind of bullshit is the reason why the court system is under so much pressure and can't try real cases; and also why bottom feeding lawyers are making so much money just to be giant pains in the ass to society while extorting a shit ton of money, endorsed by the legal system to fuel future bullshit lawsuits.

Has the legal system/department of justice taken leave of its senses?

Re: Mark Zuckerberg Signed the Wrong Document

#98

Post by skoink »

sopooneo wrote: post #28

If a share barely gives you voting rights, and the company does not, and does in the foreseeable future plan to, issue dividends, then what is the inherent value of the stock? Is it just my portion of the proceeds in case of a firesale?

I wonder the same thing. For the little guy investing in a big company, it seems like owning stocks isn't any different than owning baseball cards.

Most shareholders in a big company don't have any where near enough stock to vote meaningfully. And most companies don't pay dividends with and regularity (or ever, for the most part). When dividends are paid, I'd bet that they're isolated and small - not enough to justify the price of the stock.

Is there some other mechanism that actually _links_ a company's real worth with its stock prices? If I owned 1% of Google, could I just walk in and demand to exchange my stock for 1% of the company's current assets?

Re: Mark Zuckerberg Signed the Wrong Document

#99

Post by k__ »

balabaster wrote: post #97

I'm not sure I fully understand this. Perhaps someone can explain. What the fuck does which piece of paper he signed change? If I understand this correctly, the bare facts are: 1). Zuckerberg is a director, this doesn't seem to be in dispute. 2). Zuckerberg makes up the shareholder majority with 60% of the shares, this also doesn't seem to be in dispute. 3). Zuckerberg believed that the salaries awarded to the board…

> 2). Zuckerberg makes up the shareholder majority with 60% of the shares, this also doesn't seem to be in dispute.

Nope, he has 60% of the voting power, but not 60% of the shares. He simply owns shares that give him more votes per share. He isn't owning the majority of Facebook anymore, so he is considered a "regular" shareholder. But because of his voting power, he can act like he owns the place most of the time.

Re: Mark Zuckerberg Signed the Wrong Document

#100

Post by burkaman »

balabaster wrote: post #97

I'm not sure I fully understand this. Perhaps someone can explain. What the fuck does which piece of paper he signed change? If I understand this correctly, the bare facts are: 1). Zuckerberg is a director, this doesn't seem to be in dispute. 2). Zuckerberg makes up the shareholder majority with 60% of the shares, this also doesn't seem to be in dispute. 3). Zuckerberg believed that the salaries awarded to the board…

One of the footnotes implies that your point 5) is not completely true:

Notice the words "fully-informed disinterested majority." Even if Zuckerberg had formally voted for the pay packages, shareholders could have claimed that he wasn't fully informed or disinterested in his vote, and then Facebook would have had to litigate that.

The legal opinion is fairly easy to read and I think will answer some of your questions: http://courts.delaware.gov/opinions/download.aspx?ID=231620

On page 16, why do these formalities matter at all?

"This Court has recognized more broadly that, “[b]ecause Section 228 permits immediate action without prior notice to minority stockholders, the statute involves great potential for mischief and its requirements must be strictly complied with if any semblance of corporate order is to be maintained.”"

And then on page 33: "If Zuckerberg does not need to provide written consents to ratify the 2013 Compensation, why require written consents for any other action he takes? Such a regime would essentially negate most requirements under Delaware law to notify stockholders of meaningful events."

I still think this lawsuit is stupid, but it goes a little deeper than "rules are rules". And I think the problem is not really that he "signed the wrong document" like the article implies, but that he didn't sign any document at all to notify the shareholders and indicate their approval.

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