Comment by ragall | Hacker News Reader

Comment by ragall | Hacker News Reader

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> Boards are elected by shareholders to act on behalf of their fiduciary interests, the actions the board took were in that interest, and matt replaced the board, because he placed personal power above financial upside

Contrary to popular opinion, Delaware courts have given great leeway to majority shareholders in deciding a company's strategy, and placing certain things above short-term "financial upside" is among those.

> I'm excited for this proposition because it would mean discovery of matt's terrible management decisions

It's funny you don't see the contradiction between considering the board as the paladins of small shareholders, just while the board was allowing the new interim CEO to leech company money by giving himself (and the chief legal counsel) a golden parachute.

> Contrary to popular opinion, Delaware courts have given great leeway to majority shareholders in deciding a company's strategy

Are you sure this is the case?

Company shareholders less frequently decide a company strategy than elect people to a board, and let those people decide, like matt did here. The directors were approved by matt specifically.

Of course, matt didn't like his own decision, so he changed his mind. That's his right, I guess. It doesn't mean the board did anything wrong (and in this case, seems it didn't).

> placing certain things above short-term "financial upside"

Purely out of curiosity (since it is immaterial to whether courts have ever okayed boards getting severance packages), can you cite precedent for when those "certain things" are purely personal grievances by a paranoid lunatic of which pursuit harms both the short-term and long-term health of the company? I feel like we'd have to get presidential (if you know what I mean), since that is the most similar narcissist businessperson, closest in behavior.

That is why I'm pretty confident no court will affirmatively believe the board committed any malfeasance by trying to replace a crazy person who is taking down the company, rather than indulging him in his paranoid delusions (wish this was an exaggeration).

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