...
There's a reason for diversity -- it gives you a mix of opinions and ideas," says Grant, partner and co-founder of Grant & Eisenhofer, a Wilmington, Delaware, firm that specializes in securities and corporate-governance cases.
The board's near-uniformity of experience has led to a consensus of opinion that defers to Zuckerberg on all matters, Grant told CNBC. That can stray from what is best for shareholders."
For example, allowing Zuckerberg to reduce his economic interest in Facebook "dramatically" -- by selling tens of millions of shares -- while allowing him to maintain "absolute control" over corporate decision-making was a bad idea that the board should have voted down, Grant argues.
"You never want to divide economic consequences from decision-making," he says.
Zuckerberg's plan would have created three classes of shares, one with no voting rights, and allowed him to maintain voting control of the company even after selling most of his stake."
Source: https://www.cnbc.com/2017/10/05/attorney-who-deposed-mark-zu...
(Poll: Do you think it would be interesting to see the video from that deposition?)
Lead up:
"Discovery revealed that Zuckerberg in fact used his relationship with Andreessen to undermine the special committee process. Andreessen leaked Zuckerberg confidential information about the committee members' thoughts and concerns, and coached Zuckerberg through his negotiations with the committee. In one instance, Andreessen and Zuckerberg texted back and forth during a group call with the committee, with Andreessen telling Zuckerberg things like, "This line of argument is not helping. J" and "THIS is the key topic.""
...
"Trial was set for Tuesday, Sept. 26, 2017, with Zuckerberg slated to testify as the plaintiffs' first witness. On Thursday evening, Sept. 21, however, Zuckerberg asked Facebook's board to withdraw the reclassification, which it did. This withdrawal mooted the plaintiffs' litigation and averted the billions of dollars of harm to Class A stockholders that plaintiffs sought to prevent."
Source: http://webcache.googleusercontent.com/search?q=cache:https:/....
"But Andreessen, a venture capitalist at Andreessen Horowitz and a long-time Facebook board member, is a close Zuckerberg ally. While on the committee, Andreessen slipped Zuckerberg information about their progress and concerns, helping Zuckerberg negotiate against them, according to court documents. The documents include the transcripts of private texts between the two men, revealing the inner workings of the board of directors at a pivotal time for Facebook.
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Bowles, former President Bill Clinton`s chief of staff and past president of the University of North Carolina system, was especially skeptical of Zuckerberg`s proposition, as depicted in the suit. Many of Andreessen`s texts focused on persuading him. Among other things, Bowles worried that one of the concessions Zuckerberg wanted -- to allow the billionaire to serve two years in government without losing control of Facebook -- would look particularly irresponsible, according to court filings. Bowles did not respond to requests for comment.
Andreessen sought to persuade Bowles that if Zuckerberg went into politics, the government would likely require him to give up control of Facebook anyway, so the point was moot, according to the documents. A couple weeks later, Andreessen prevailed, and the vote was brought to shareholders. (The stock reclassification is on hold pending the results of the lawsuit, though.)
"The cat`s in the bag and the bag`s in the river,`` he messaged Zuckerberg. "Does that mean the cat`s dead?" Zuckerberg texted back, not understanding the spy speak.
Andreessen replied: "Mission accomplished :-)""
The deposition must have gone well. Heres what the plaintiffs lawyer had to say before Zuckerberg withdrew his proposal.
"This case is said to mark just the second time Zuckerberg testifies as a witness. He previously testified earlier this year over a lawsuit against Facebook-owned Oculus -- a case Facebook lost.
Stuart Grant, the attorney representing the shareholders in the dispute, didn't mince words. He suggested Zuckerberg's limited courtroom experience puts him at a disadvantage in this case.
"That gives me an advantage because I've been doing this for 30 plus years," Grant told CNN Tech. "If we were sitting down to do coding together, I'd bet on Mark, but we're not coding."
Source: http://money.cnn.com/2017/09/20/technology/business/mark-zuc...