Hacker News Reader

Not to mention the "minority" shareholders are only minority in voting rights, not minority in shares owned. The multi-class share system is designed to enable exactly this kind of executive behavior, where even a broad shareholder revolt isn't enough.

View on HN

But in this case the Facebook board (which has a fiduciary duty to the company, not to Zuck) paid $5B when the BATNA had them pay $100M. The extra money bought the company nothing; the only benefits were to Zuck and Sandberg personally, which makes the $4.9B undeclared income -- if they didn't disclose it as part of their compensation on the relevant SEC documents and W2s, it's tax and securities fraud. And hence this lawsuit.

It seems pretty clear that the company considered avoiding depositions of Zuckerberg and Sandberg to not be worth $0.

Reply on news.ycombinator.com