Oracle directors give blessing to shareholder lawsuit against Larry Ellison
techcrunch.com
techcrunch.com
I saw this document linked on Twitter yesterday and it's just amazing. I always knew that Larry Ellison's mug was in the dictionary next to the definition of "customer hostility", but man, it's another thing altogether to read the top 60 ways Oracle will screw you.
My favorite is how you can't use Oracle Technology Network (OTN DEV) licenses for testing. They're only for development, which is something you do without testing.
* Oracle was extremely straightforward about caring about only money. (In contrast to Sun, or even to the claims of investment banks.)
* Oracle was that way because it was the alter-ego of Ellison. (With funny bit about not attempting to anthropomorphize Ellison.)
(What Cantrill didn't mention, when alleging Ellison's simplicity, was Ellison's supposed intense competitiveness with, or hatred of, Bill Gates. I happened to bump into Ellison once, at an event, and seemed to see a hint of that firsthand.)
"As you know people, as you learn about things, you realize that these generalizations we have are, virtually to a generalization, false. Well, except for this one, as it turns out. What you think of Oracle, is even truer than you think it is. There has been no entity in human history with less complexity or nuance to it than Oracle. And I gotta say, as someone who has seen that complexity for my entire life, it’s very hard to get used to that idea. It’s like, ‘surely this is more complicated!’ but it’s like: Wow, this is really simple! This company is very straightforward, in its defense. This company is about one man, his alter-ego, and what he wants to inflict upon humanity — that’s it! …Ship mediocrity, inflict misery, lie our asses off, screw our customers, and make a whole shitload of money. Yeah… you talk to Oracle, it’s like, ‘no, we don’t fucking make dreams happen — we make money!’ …You need to think of Larry Ellison the way you think of a lawnmower. You don’t anthropomorphize your lawnmower, the lawnmower just mows the lawn, you stick your hand in there and it’ll chop it off, the end. You don’t think ‘oh, the lawnmower hates me’ — lawnmower doesn’t give a shit about you, lawnmower can’t hate you. Don’t anthropomorphize the lawnmower. Don’t fall into that trap about Oracle."
I remember vividly a town hall with Johnathan Schwartz as the speaker (he was briefly CEO but wasn't at the time).
One of the engineers, after hearing a speech full of buzzwords but no substance asked "Okay, but how does this actually make us money?"
The engineer was politely told to shut up, focus on engineering and leave the "making money" part to the businessmen.
We all know how that worked out.
RIP Sun.
"Wreck havoc" sort of makes sense because something got wrecked and the correct "wreak" is rarely used outside of that phrase.
A "mute point" makes sense because the point is now silent and the correct "moot" is an uncommon word outside legal circles.
People who abuse power need to be "reigned in" because it vaguely sounds like they are acting too much like a king, even though "rein in" is correct and it comes from pulling in the reins of a horse to get it under control.
Just having a reasonable sounding explanation doesn't make it correct.
But in the system as it is, Oracle shareholders bought shares on the understanding that Larry had some fiduciary duty to the owners of the company.
[0]: https://www.reuters.com/article/otc-oracle-idUSKCN1V91UJ
The difference between both however is enormous. I suspect that for in Adam wework deal(s), information hardly reached directors and certainly not shareholders.
With Oracle , everyone knew about the premium paid. And everyone , is a professional money manager and had multiple times the time to shut down the deal. They made mistake after mistake: with CEO selection, with acquisition strategy, with BoD selection, with DD, and price paid.
Shareholders were asleep at the wheel. Now they want to point fingers at someone else.
In both cases there was some unethical on behavior, but that does not make it illegal and recoverable in court
> As Frankel wrote in her article, the lawsuit, which was originally filed by the Firemen’s Retirement System of St. Louis, could be worth billions:
Same kind of problem Berkshire Hathaway has; once you're big enough, available returns are limited by how much you yourself distort the market. Pension funds used to be able to buy almost limitless bonds in order to lock in annuity returns, but a) a bunch of them are a long way underwater and b) the effective rate of interest on bonds was below zero so they were forced to seek riskier assets, bidding up the price on those, which... etc etc etc.
Capital concentration – huge pension schemes, enormous corporations, big university endowments – has weird effects and it happens in all kinds of places.
Related: pensions are out of fashion in the US. Where is the wealth of young Americans going nowadays?
401k / ira though more commonly paying down student debt.
I'm not unhappy that I got married, but I didn't consider the financial repercussions before I went through with it.
Probably the right thing to do given that money is concentrating in a few large companies, and the government will bail them out no matter what.
$9 out of $10 goes to Vanguard, as of 2017:
https://www.nytimes.com/2017/04/14/business/mutfund/vanguard...
And their total stock market index fund sends 25% of that money into the top 10 companies:
https://investor.vanguard.com/etf/profile/overview/VTI
The money is going to the equity value of all of these companies, with the biggest getting the most, hence the high pay due to stock options at FAANG:
Microsoft Corp.
Apple Inc.
Amazon.com Inc.
Facebook Inc. Class A
Berkshire Hathaway Inc. Class B
Alphabet Inc. Class A
Alphabet Inc. Class C
JPMorgan Chase & Co.
Johnson & Johnson
Exxon Mobil Corp.
Visa Inc. Class A
Procter & Gamble Co.
Bank of America Corp.
Walt Disney Co.
AT&T Inc.
Mastercard Inc. Class A
Even if it crashes, since so many voters are invested in it, they’ll just get a bail out at the cost of reducing value of USD. Which isn’t a problem as long as the US stays relatively powerful in the world.
That reminds me of the market for exotic cars.
Twenty years ago, the market had completely collapsed. The dot com bubble had popped. You could get used Ferraris for under $100K.
Fast forward to 2019, and Bugatti is offering new cars for four million and up.
Something's gotta give.
By using erroneous assumptions about future investment gains, corrupt investments causing losses, and governments choosing not to invest any money into the pension fund in the first place. All self afflicted, all avoidable if people would acknowledge that they don’t have the ability to predict investment returns 20+ years into the future.
The amount Ellison profited from scheming (the premium over actual value, discounted by the fact that Ellison owns much of money being spent on the purchase) seems...not big enough to matter? But his greed is unbridled?
"Wealth, as Mr Hobbes says, is power."
-- Adam Smith
E.g. Megan Ellison, owner and CEO of Annapurna Pictures, a film producer and executive producer (aka a moneybag) on 35 titles since 2010, including for major directors like Coens, Linklater, Paul Thomas Anderson, Wong Kar-wai, Spike Jonze.
Also Annapurna Interactive's game Gorogoa looks pretty interesting, at least visually—haven't tried it yet.
Which he has purchased.
He cheaped out on buying the Warriors by, what, $10 million? The franchise has appreciated since by, what, $2 billion?
Power over even more other people, for better or for worse.
He owns an island in Hawaii where the locals work for him as de facto serfs.
He has donated to two charities in his life: one to Stanford in exchange for not admitting fault in an options backdating scandal, and one to set up a charitable foundation to research ways to extend his own life.
The mission statements and internal marching orders at Oracle and his various other companies is "make lots of money for Larry". Nothing else matters, they will screw the users, screw the customers, screw the product, screw the employees, screw the open source community, screw the legal system, as long as there's revenue for Larry, the bosses are happy bacause that's all that the company exists for.
Public companies, on the other hand, apparently have a legal obligation to make as much money as possible, a feature I find despicable.
https://medium.com/bull-market/there-is-no-effective-fiducia...
> The specific fiduciary duties of corporate directors...are common law: legal principles that have been established by courts in the process of adjudicating cases over the years. As it turns out, in Delaware, which is the state that matters—not only because most large corporations are incorporated there, but because courts in other states tend to look to Delaware law when dealing with new issues of corporate law—there are exactly two fiduciary duties: the duty of loyalty and the duty of care.
> They duty of care is basically the duty to pay attention to your job: in essence, to make decisions on the basis of reasonably adequate information. There is an academic controversy—fueled by careless uses of language by the courts—about whether the standard of conduct is negligence or gross negligence. But the point here is that the duty of care isn’t a duty to do any particular thing, such as maximize profits.
> The duty of loyalty is marginally more complicated. This duty (like the duty of care) existed in agency law—the law governing the relationship between agents, such as employees, and principals, such as companies—before corporations became widespread in the nineteenth century. There, the duty of loyalty essentially meant that you couldn’t use your position as an agent to make a personal profit—by stealing directly from the principal, via a transaction with the principal, or, in the famous case of Reading v. Regem, by using your British Army uniform to help smugglers during your off hours.
No, they don't. Please stop spreading this myth.
"While it is certainly true that a central objective of for-profit corporations is to make money, modern corporate law does not require for-profit corporations to pursue profit at the expense of everything else, and many do not do so. For-profit corporations, with ownership approval, support a wide variety of charitable causes, and it is not at all uncommon for such corporations to further humanitarian and other altruistic objectives. Many examples come readily to mind. So long as its owners agree, a for-profit corporation may take costly pollution-control and energy-conservation measures that go beyond what the law requires."
[1] https://www.law.cornell.edu/supremecourt/text/13-354#OPINION...
If you go to a major bank and ask "why do you exist", they'll give you a whole spiel about how they help people achieve fiscal stability, they help new businesses get established and bring new products to market, they help people grow their retirement funds, providing services so that the world can be a better place, yada yada yada.
Google will tell you "We help people find information, and we help businesses find an audience for their products, and we make pocket-size computing cheap and available for everyone all over the world, and we hope that the sum of these activities will make the world a better place"
If you go to Oracle and say "why do you exist" they'll simply say "we make money". That's it. They don't have a mission, they're not trying to make the world a better place, they just want to make money.
Because the more you have the higher up the scoreboard you move. If you're the 17th richest person in the world, moving into the top 10 is probably a massive motivator, and once you're the 7th richest I bet you lie awake at night scheming how to get into the top 5.
There's a survivorship bias at play, here. People who don't have those kinds of priorities tend to not become stupid rich.
Was it worth it? Maybe not. Still, it’s a substantial amount.
When I worked as a part time cashier in the midwest, I could notice $5 missing from my account. In fact I did notice an errant $7 charge. I didn’t have to be particularly vigilant, just, there wasn’t that much money flowing through my account.
As an engineer in the Bay Area, I could miss a $100 transaction. Not saying I would necessarily, but looking at month to month finances, nothing would really look too out of the ordinary. It could fade into the noise.
Of course this has mostly to do with the amount of money flowing through accounts, but I am pretty sure that if 4 billion dollars disappeared, it would be promptly noticed. That’s still a huge net change, even if month to month finances scaled up linearly with account balance - and I don’t think they do.
I guess that lots of Larry Ellison's wealth is in stocks, which are fluctuating in worth on a constant basis.
Another part of his wealth is real estate, like his Hawaiian island or land for his Japanase-style home in the Bay Area. There the value is only an estimate.
Also I assume most of the day to day handling is in the hands of an accountant and there's constant in and out of sums for paying his personal staff, buying supplies, paying maintenence of his Mig Jet or whatever goes on there.
>Also I assume most of the day to day handling is in the hands of an accountant and there's constant in and out of sums for paying his personal staff, buying supplies, paying maintenence of his Mig Jet or whatever goes on there.
I know nothing about Larry Ellison or this case, but somehow I doubt someone with $65B net worth is not paying attention to their account balances or their investment positions at all. You hire an accountant to take care of the things you don't want to or don't have time to do, but if you have that much money it is apparent that you care about how much money you have.
it's telling that Ellison wouldn't take stock in his own company in the transaction but rather took cash at a valuation that was 10x revenue and Oracle's largest acquisition at the time
Huh, how ironic would that be, as the company's primary compliance policies urge it's employees against insider trading and other such practices and warns them multiple times not only when they're inducted into it but several times throughout their employment.
He was bailing himself out financially, in ego and also catching Oracle up in the entire cloud shift they missed and failed on with their own early shitty online products
It's very similar to what happened with HP and Autonomy.
I briefly used Autonomy software almost twenty years ago so I followed the big bucks acquisition with some interest.
1 - a bunch of professional investors (the "affected") and money managers buy material stakes in Oracle 2 - the affected elect the CEO 3 - the affected elect board members 4 - the CEO explores, consults and executes on M&A transaction 5 - the board members vote on M&A deal 6 - the largest affected hear specifics of M&A deal and weigh in 7 - deal loses money. The affected want to sue.
I count no less than 4 times in which the affected as stakeholders should have made better decision. And a few other steps when other parties would have prevented problems if the affected parties had not been asleep at the wheel
These sort of lawsuits never happen because the improbability of investors clawing money back off their own (not others) mistakes.
And make no mistake. There is an element of sour grapes here.
Suits. Season 11 awaits
That's not meant as a dismissal, I'm just not very familiar with Oracle DB and I haven't heard about it dominating on query performance or language features. That might imply it wins at scales I haven't ever needed, but I could imagine some other reasons.
Are the standing advantages support and scaling, basic features, or something else?