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| ▲ | tptacek 5 hours ago | parent | next [-] | | 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. | | |
| ▲ | FireBeyond 7 minutes ago | parent | next [-] | | 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. | |
| ▲ | EA-3167 4 hours ago | parent | prev [-] | | 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. |
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| ▲ | ragall 3 hours ago | parent | prev [-] | | 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. | | |
| ▲ | 3eb7988a1663 3 hours ago | parent [-] | | 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. | | |
| ▲ | ragall 3 hours ago | parent [-] | | 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. | | |
| ▲ | EA-3167 2 hours ago | parent [-] | | They represent the shareholders (all of them), but are also expected to act as a reasonable person would for the good of the company. They’re expected to use good judgement, uphold the law and a bunch of other issues. “The majority shareholder says jump off a cliff and we must obey” is nonsense. | | |
| ▲ | tptacek 2 hours ago | parent | next [-] | | 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. | | |
| ▲ | jeltz an hour ago | parent | next [-] | | Legally the board has the duty to represent all shareholders, minority and majority, and of they cannot they have to resign. | |
| ▲ | EA-3167 an hour ago | parent | prev [-] | | 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. |
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| ▲ | ragall 2 hours ago | parent | prev [-] | | > but are also expected to act as a reasonable person would for the good of the company It's the people they represent, i.e. the shareholders, who get to decide what's the good of the company, and the board is simply meant to enact those wishes. This is a constitutional issue of representation: at what point do the elected representatives decide the current situation calls for a referendum instead of an ordinary (representative) vote ? > The majority shareholder says jump off a cliff and we must obey” is nonsense If the majority shareholder decides that, then 1) the board must resign at once and 2) any one minority shareholder must sue and have the Delaware Court of Chancery determine that the majority shareholder has abused his powers. I'm not sure what would follow that court decision. |
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