> 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.

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tptacek 3 hours ago | parent | next [-]

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.

	▲	ragall 2 hours ago \| parent [-]
		> That's sort of true and sort of not, right? He's not in fact "the boss" of the board He is the boss by virtue of having 84% of the voting power; and, as the board represents the will of the shareholders, the board should always consult with the shareholders before taking such action, if nothing else because majority shareholders have the power to dissolve the board and appoint a new one. There's a parallel here with firing regular employees: there's dismissal with cause, and without cause. The dismissal without cause of a CEO that's also a majority shareholder makes non sense, so any dismissal would have to have a cause as codified by Delaware Law. IANAL, but it's usually mental unfitness, moral reprobation, or something of that gravity. Since they did not have a justified cause, I agree with you that the board should have resigned. The interesting question here is whether the new severance packages, that the board gave itself in the brief interim, will be considered legal. We'll have to wait for a lawsuit to settle that.

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pdpi 2 hours ago | parent | prev [-]

> 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.