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Doesn't Zuckerberg have full control of the board?


> Doesn't Zuckerberg have full control of the board?

Zuckerberg has voting control of Facebook, in part due to some financial engineering in 2016 [1]. He does not control the Board.

Board members have a fiduciary "duty of care," i.e. "the duty to pay attention and to try to make good decision" [2]. This duty is to the company as a whole, not just its majority vote-holder [3][4]. (That said "American courts simply do not hold directors liable for business decisions, made without a conflict of interest, unless those decisions are completely irrational. The doctrine of noninterference is known as the business judgment rule." [2])

[1] https://www.bloomberg.com/view/articles/2016-04-28/mark-zuck...

[2] http://www.oecd.org/daf/ca/corporategovernanceprinciples/187... page 6

[3] https://en.wikipedia.org/wiki/Shareholder_oppression

[4] http://www.sgalaw.com/news-and-views/2010/4/27/shareholder-o...


What does that mean? He can't control the opinion of the board members but he can control the decisions of the board as whole?




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