> Yet everyone yells that this sort of town should be subject to the exact same massive high-density developments of other towns, utterly destroying the environment and town character, and yet providing nothing of value.
Nothing of value to existing inhabitants perhaps, but massive value for those that don't have housing yet.
Resign and let minority shareholders sue, in order to have the courts decide that Matt is unfit as CEO. It wasn't the board's authority to decide the CEO was illegally abusing his powers, only courts can decide that.
I'm not even sure what you're talking about. I think you're lost.
Boards have the power to decide any and everything in a corporate structure. They are, in fact, the only way that a decision of the corporation is made and made official.
I'm not sure what legality has to do with any of this. A corporation is a legal structure, and a board is its decision-making body. If you're talking about criminal charges or disputes between parties about who's got the power or authority to do something, then those are decided by courts, but in a civil context courts don't originate decisions. Courts ratify decisions or choose between dissenting views on what the decision is.
The board does have the legal ability to fire the CEO, provided that it passes a very bar, such as being able to prove mental unfitness, etc... which wasn't the case here.
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.
That's news to me. One of the few real powers of the board is to fire the CEO. You don't need to put the CEO on a PIP first. If the board thinks the CEO could do better, that is all that it takes.
The board represents the will of the shareholders. When the CEO is also the majority shareholder with 84% of the voting power, the board better have a damn good reason, otherwise the majority shareholder can simply dissolve the board and appoint a new one, which he did.
They represent the shareholders (all of them), but are also expected to act as a reasonable person would for the good of the company. They’re expected to use good judgement, uphold the law and a bunch of other issues. “The majority shareholder says jump off a cliff and we must obey” is nonsense.
They're specifically not supposed to represent the interests of a minority of the shareholders!
That doesn't mean they're required to faithfully represent the interests of any one person with majority voting power, but it does mean they can't select some random subset of minority voters and serve them instead.
I didn’t say that they’re beholden to the minority, they have a duty to ALL shareholders which is generally most clearly expressed through acting in the wellbeing of the company itself.
It's not clear what the wellbeing of the company actually is, especially if there's a disagreement between shareholders as to how long of a horizon the management has to think about. Delaware courts are well known to give great leeway to majority shareholders, with some narrow exceptions.
Sure, but it's not the within board's authority to preempt a court's decision and fire the CEO. The board should have resigned, and let the minority shareholders sue so that that court may decide.
> but are also expected to act as a reasonable person would for the good of the company
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.
> Alternatively, Matt can resign if he doesn't like what his bosses did
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.
That's sort of true and sort of not, right? He's not in fact "the boss" of the board, though with his voting ability (and that of his committed proxies) he can replace the board instantly.
The board has every right to fire the CEO. That's not at issue. The board could reasonably do that even if the CEO has majority voting control --- iff the board is certain the CEO won't immediately reverse the decision and replace the board. If they fire the CEO performatively (or as a hail mary) knowing the CEO will reverse them, they're causing operational chaos with no upside, and that's not something the board can legitimately do.
There's a subtext in some comments about this that the board can legitimately express a position that it's better that the company not exist than exist with Mullenweg at the helm. That's not a legitimate thing for the board to pursue.
> That's sort of true and sort of not, right? He's not in fact "the boss" of the board
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.
> the board should always consult with the shareholders before taking such action
This is ridiculous. 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. He's explicitly said this is the case before.
The fact that one of the shareholders ultimately voted against all of the shareholders' fiduciary interest does not mean the board made a wrong or unethical or immoral decision. It means that Matt did (who, notably, approved the board and then changed his mind, no doubt causing further operational chaos at the company).
> 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.
I'm excited for this proposition because it would mean discovery of matt's terrible management decisions for the company as evidence that the board acted in investors' fiduciary interest in removing him, and that he acted against it in removing them. And I have faith that matt is deluded and shortsighted enough to open himself up to that by trying such a suit. I just don't have faith that courts will look down on directors choosing company health and investor interests over matt's crazy.
> 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).
> The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure
Both are true. The board as a whole is his boss in his role as CEO. He is the board's boss in his role as majority shareholder. That makes the situation a little less clear.
Belgium, Switzerland, Spain, come easily to my mind. Switzerland is a very interesting counter-example because although the French-speaking cantons (Romandie) have French as the "prevalent language", meaning that public services are almost exclusively in French, in practice most people speak German too because they're pragmatic about language: the German kantons are the center of economic activity and not speaking German is a huge disadvantage. Quebec, par contre, is full of people that wistfully (I had intended to write "wishfully" but the auto complete was fantastic this time) think they can manage with speaking only French and ignore the rest of the world.
Your paranoia is typical of Quebec. You need professional help, Mon ami.
> Did you know there are tensions in Switzerland because there is a will to stop kids from learning French while they attend primary school?
I lived for a while in Zurich as well, and it was well known that kids are exiting high school being unable to speak the second language they supposedly studied.
> Do you know where Quebec is located?
Yeah, I'm in Montreal right now and have been living there for quite a while.
We had managers and even non-engineers check-in documentation at Google: each page had an "Edit me" button that spawned an editor in a new tab with a CL(PR) ready. It worked very well.
You can feel how you wish. Few dispute one should be free to express themselves in a way that does not impact others. You can do whatever you want in your own head. It is when your views butt against others that issues inevitably arise.
I do not get your point. Is it an issue that I have an opinion on policies that impact other people? Are you against the concept of causing issues?
I think we cause issues all the time. For example, by importing trash that we do not need. It is a part of living. But the we need to address these issues, like a tax on imports. This will inevitable lead to other issues, such as the small scale import of books not being economically viable. But the fact that it causes issues is, in my mind, not a good enough argument against it. Because all things that impact other people cause issues.
> You can't deny that Sun hardware was top tier and always ahead of its time (until Oracle bought them).
From Brian Cantrill's original HN comment in 2011(https://news.ycombinator.com/item?id=2287033): "I never hesitated to tell anyone that was listening that our x86 boxes were starting to smoke the hell out of UltraSPARC". SPARC stopped being ahead of its time way before being bought by Oracle.
>> You can't deny that Sun hardware was top tier and always ahead of its time (until Oracle bought them).
> SPARC stopped being ahead of its time way before being bought by Oracle.
You seem to be focusing strictly on performance, but there were other factors: e.g., remote management is still a bit of a mess with x86. With SPARC everything can be done on the CLI (serials consoles or SSH), with x86 quite often you're still clicking on "open KVM window" for so many things. And of course many/most vendors make you purchase an 'advanced license' to use the remote KVM functionality of the LOM system.
I currently admin several racks of Dells (and Lenovo, and SuperMicro, and previously HP). Just make sure you buy the license for KVM in case you ever need to go into single-user/rescue mode (otherwise better not mind having to drive to the DC and hooking up a crash cart).
Ask @bcantrill (the author of this article/story) about how well integrators integrate (as a hint to the answer, he co-founded Oxide Computers because he ran a cloud service with Dells/HPs/etc).
Integrators integrate very well at the level that they're operating, i.e. the single server. Rack-level integrated systems are a whole different thing, very specialised and unrelated to the old thing.
Yeah, that was amazing. And so, I learned how to provide LILO + agetty on COM1 on every server I was admining :) So, unless there was HW fault, I could just connect to server via serial to check things out.
It's path dependence. If you built a Sun-syle x86 server with a serial console and inserted a random Linux installer CD, the installer would probably only output VGA and thus it wouldn't work.
> I would wager that almost no Linux installs are done by CD or displaying VGA anymore (maybe 0.01%).
When one of your Proxmox (or XCP-ng, or VMware/Nutanix/OpenStack) servers won't boot and you need go into single-user/rescue mode, then talk to me about the convenience or not of a remote KVM (versus having to drive to the DC and hook up the crash cart).
It's all very well if all you manage is VMs/instances, but some of us deal with the hardware that those VMs run on, and things break.
That 0.01% of servers is probably the layer that the other 99.99% run on (and yes, a lot of that 0.01% can also be automated, but if PXE isn't working (or you're getting strange CPU3VOLT or SLOT17ECC or BUS1RESET errors) then neither is re-imaging).
It's a very good habit to make your Proxmox hosts PXE-bootable to avoid this kind of situation. We're using this approach with Talos as Kubernetes host and it works very well.
Because pretty much every BMC out there in last decade is shipping AST2400/2500/2600 which include VGA and you want to deal with cases where people do not know how to navigate serial console, especially in case of windows servers
Nothing of value to existing inhabitants perhaps, but massive value for those that don't have housing yet.
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