No.
551 karma · joined June 15, 2013
No.
We think, then we vote; then we think some more, and we vote again. It's democracy, just as for other things.
Of course, but only humans are able to learn. Clanker enhancement is stealing.
Central Park acts as counterweight to the very dense urban area of Manhattan, which doesn't have that much place for building anew. Your merry walled garden doesn't have that excuse.
He can when he's the majority shareholder.
> but one of the whole points of corporate governance is that everybody plays their actual role when they're in that role and assigned to do that role.
Where do you think you are ? In Victorian England where everyone dutifully plays one's role with a stiff upper lip and never tries to abuse power ?
The members of the board should have recognized the special nature of this situation, and take the only principled course of action possible here: resign and sue to have the CEO removed and barred; instead they let the interim CEO give himself a golden parachute (so much for protecting the shareholders, he was protecting his arse).
It's still accurate. Just because the LLM gave you a corect result doesn't mean it made a calculation.
Nothing of value to existing inhabitants perhaps, but massive value for those that don't have housing yet.
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.
It's the people they represent, i.e. the shareholders, who get to decide what's the good of the company, and the board is simply meant to enact those wishes. This is a constitutional issue of representation: at what point do the elected representatives decide the current situation calls for a referendum instead of an ordinary (representative) vote ?
> The majority shareholder says jump off a cliff and we must obey” is nonsense
If the majority shareholder decides that, then 1) the board must resign at once and 2) any one minority shareholder must sue and have the Delaware Court of Chancery determine that the majority shareholder has abused his powers. I'm not sure what would follow that court decision.
He is the boss by virtue of having 84% of the voting power; and, as the board represents the will of the shareholders, the board should always consult with the shareholders before taking such action, if nothing else because majority shareholders have the power to dissolve the board and appoint a new one.
There's a parallel here with firing regular employees: there's dismissal with cause, and without cause. The dismissal *without cause* of a CEO that's also a majority shareholder makes non sense, so any dismissal would have to have a *cause* as codified by Delaware Law. IANAL, but it's usually mental unfitness, moral reprobation, or something of that gravity. Since they did not have a justified cause, I agree with you that the board should have resigned.
The interesting question here is whether the new severance packages, that the board gave itself in the brief interim, will be considered legal. We'll have to wait for a lawsuit to settle that.
On the other hand, if you're arguing that a board should be able to fire the CEO without cause and have him barred for eternity, then you're arguing that majority shareholders shouldn't be allowed to serve as CEO - in a private company !! - which has been the basis of capitalism for ever. It would destroy the economy as we know it.
The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure, within the limits of the Delaware statutes with regards to the protection of minority shareholders.