SoftBank has a fiduciary obligation to its shareholders. (Note: not all stakeholders. It has a duty to them. But it's not a fiduciary one.)
It also has a fiduciary obligation to WeWork shareholders, by virtue of its Board seat.
This case is, in summary, about how those duties conflict.
Lots of investors have board seats and there are decisions (like if to invest in the next round) where the desire of the board (get more money for a new round) may conflict with the desires of investors that have seats in the board (we think the company has run its course and don’t want to put more money in).
Like any VC SoftBank likely has lots of internal walls and controls to keep those decisions separate. Just because a VC has a board seat doesn’t tie them into perpetually funding every need of the company.
Regardless the case here seems to rely on the breach of conditions and WeWork seems to have offered little evidence that these breaches did in fact not occur. If they failed to meet the conditions SoftBank can walk away.
All that is needed is a weighting factor between the two loss functions (in this case, obligations) to deal with cases like this, and to make the policy (in this case, term sheet) continuous and differentiable as well.
Assuming this is sarcasm. If not, it’s an employment guarantee for litigators.
SoftBank is all about AI and I actually don't think AI lawyers would be a bad thing; it would be nice if they futurized their own corporate and investment structure by design instead of following today's defaults, including "fiduciary duty" in an absolute sense, which I think is an antiquated concept for a society 100 years from now.
SoftBank has the power to redesign concepts such as boards, shares, equity from the ground up, and they should be doing experiments with those ideas.
That doesn't seem like a particular relevant critique here; it's not like naturally occurring corporate boards or some universal law of fiduciary duty are things we've observed outside of humanity. Why shouldn't human-invented heuristics apply to situations that as far as we know only occur in human interactions?
Literally every legal concept is a human-invented notion.
We had kingdoms, slaves, and eye-for-eye punishment before and we largely don't have those concepts today in the developed world.
The same is true for conflict-of-interest, fiduciary duty, and today's version of capitalism.
If I had said "we don't need slaves" 400 years ago, I would have been downvoted like crazy. And here I am, saying conflict-of-interest and fiduciary duty will be antiquated ideas, and I'm being downvoted here today. Let's have an open mind about the future, shall we? I'd rather in a community like this we put everything we blindly assume today on the table with an open mind and discuss how we can change or improve the system.
On a related note, AlphaGo is able to play against itself using a single CPU/GPU, and it gets better by doing so. Why can't a human play against itself and get better as well? Are we brainwashing ourselves into thinking we are unable to do that, and so we are not trying?
European countries began banning the slave trade in the 1400s...
And here I am, saying conflict-of-interest and fiduciary duty will be antiquated ideas, and I'm being downvoted here today
The first will never be an antiquated idea as long as conflicting interests exist. Conflicting interests don't need to be hostile to each other, they just need to be conflicting in the sense that their interests do not align. As I stated earlier, conflict-of-interest rules merely act to either prevent the conflict or require both sides to knowingly waive the conflict in their shared agent.
Fiduciary duty governs the heart of professional workers. It binds lawyers, accountants, etc., to the interests of their clients. This concept will continue to exist as long as their are professions and as long as professionals can have multiple clients.
Morals change with time.
You can, it's called practicing. You are just limited by your resources and imagination. Playing with or against others accelerates your improvement curve.
It's the opposite. It's rooted in the idea that the world is shades of gray, and so the conflict-of-interest rules try to (a) eliminate situations where you would have to choose between conflicting sides, or (b) get permission from both sides to remain after advising them of the conflict.
Trying to turn this into some silly algorithmic calculation is a fundamental misunderstanding of what conflict of interest is or even that most conflicts are not objectively valuable terms that can be resolved numerically.