That’s not entirely accurate, see Henry Ford suspending shareholder dividends, raising employee wages and lowering price of cars for consumers to fulfill vision of every American family owning a (Ford) car.
Shareholders sued and won because Ford owed and violated his duty to shareholders.
Since that time the Law has evolved to extend director/officer protections - even allowing officers to raid corporate funds to ensure directors re-elect the officers - but The voting rights don’t relieve Zuck of his duties to other shareholders in his capacity as director and/or officer.
I didn't know about this case so I read about it. It doesn't tell the whole story.
"In the 1950s and 1960s, states rejected Dodge repeatedly, in cases including AP Smith Manufacturing Co v. Barlow or Shlensky v. Wrigley. The general legal position today is that the business judgment that directors may exercise is expansive. Management decisions will not be challenged where one can point to any rational link to benefiting the corporation as a whole. "
Does Facebook's board of director's have any power over Zuckerberg?
It wasn't to fulfill any kind of dream or vision. Ford didn't like his shareholders, quality was getting hammered by high turnover and he had a weird paternalistic desire to exert more control over his employees (as well as to head off the looming strike threat).
Specifically, he found out the Dodge brothers were planning to use their gains from Ford stock to start a competitor.
I've also floated the notion that if one started putting Zuckerberg deepfake videos on Facebook, I think the thin-skinned tyrant (I mean this is the guy who supposedly threatened employees with a samurai sword in the early days) would suddenly do an about-face about promoting such content.
Very few Facebook shareholders bought the stock from Facebook, and virtually none would sell the stock to Facebook. They buy and sell from other investors. It doesn’t matter how much stock I personally have, if I were to sell all of it, it wouldn’t take any money out of Facebook’s bank account.
If I sold enough stock to actually affect the price, other investors would buy it at the lower price and bid it back up. Not only would my action have no effect on Facebook, at most I would help other people get the stock at a better price.
If you don’t want to own Facebook stock, by all means get rid of it. But don’t expect that to cost Zuckerberg any sleep.
I have been at multiple big tech companies when the stock dropped 20% or more. These events trigger a flurry of media coverage by analysts declaring that said big tech company's reign is over and soon everything will turn to crap (which it doesn't).
But this causes immediate concern among the employees because this directly affects their annual RSU compensation and it causes concern in the leadership because it makes them look bad and they tend to be the sorts that need to look good.
IMO don't underestimate what coordinated dumping of Facebook stock could achieve here. It does seem like a bit of a prisoner's dilemma though. After the initial price drop, the stock will recover because Facebook isn't going away anytime soon. So from a pure greed standpoint, don't sell. But that's not what this is about, is it?
The question I was responding to was “if [investors] dumped all their Facebook stock I wonder how that would affect Zuck?” Whether there are other reasons to sell (I even said “If you don’t want to own Facebook stock, by all means get rid of it”) is beside the point: how does selling affect Zuckerberg? Without going into pop psychology, it doesn’t really affect him at all.
I have yet to meet the CEO of a big tech company who hasn't invested quite a bit of ego in the success of their company. beyond that, the annoying and persistent questions from market analysts and from his own employees will keep him quite busy. To give Mark Zuckerberg a point, I believe he still shows up for that Friday meeting with his employees.
But I will grant that it would be hard to start a sell-off like this for the same reasons that there are a lot of people who love to yell at their TV whilst listening to their favorite political commentator deliver their daily two minute hate yet a lot of them don't bother to vote.
https://www.nytimes.com/2018/11/17/technology/facebook-mark-...
In Facebook’s case we aren’t talking about any new information that would affect the stock price. The dual-class nature of the stock is well-known. Individual investors may not have known, and they may have bought the stock based on wrong information. But for the most part “Zuckerberg still has supermajority voting control” isn’t an actual headline. The only new information is that we now have one datapoint about what Zuckerberg will do when he disagrees with investors. I don’t think that changes the value of the stock in any meaningful way.
The end result is that there’s no reason to believe that upset investors selling off their shares would have any long-term effect on the stock’s price: the moment the price drops, other investors will bid it back up. If Zuckerberg loses any sleep, it will be for less than a week and he wouldn’t need to make any changes (he wouldn’t have time to!).
If you rephrase it as "I want to make as much money as possible" it sounds worse but at its base, thats both what every other CEO and Zuckerberg's real motivations are.
In case of Facebook even this doesn’t apply. Facebook’s earnings are steady/growing [1]
[1] https://www.cnbc.com/2019/04/24/facebook-earnings-q1-2019.ht...
He owns less than 50% of the company but he controls more than 50% of the voting shares.
Let's say FB starts losing money or spending it on really useless stuff, sure the secondary stock price could tank, but that might not matter to MZ at some point.
It still boggles the mind that the investors place such a small premium on the right to vote.
I am trying to see how one could defend this type of structure.
It is the ultimate "having your cake and eating it" deal for the founder.
MZ could build a giant money hole with FB money in Antarctica and there is nothing shareholders could do.
It should not be possible to have it both ways as a founder: own minority of shares and yet keep the control.
You want full control? Then do not dilute yourself.
It used to be normal for the founder(s) to have the most (but not the majority) of the shares. See Gates/Allen at Microsoft.
This meant that usually shareholder vote went their way, but there was a possibility that you could get ousted. See Jobs at Apple circa 1985.
It should not be possible to be the absolute king of a publicly owned company while owning less than 50% of a company.
"A string of voting arrangements outlined in Facebook’s SEC filing show that some of the company’s most powerful shareholders have ceded their voting rights to Zuckerberg, the company’s chief executive. While Zuckerberg only owns 28.2 percent of the Facebook’s shares, the additional “shares subject to voting proxy” gives him an additional 30.6 percent of the voting power, leaving him with a total of 56.9 percent of the shareholder voting power. That gives Zuckerberg full control of the company’s decisionmaking.
Under the arrangement, Dustin Moscovitz, Sean Parker, and a host of other Silicon Valley bigwigs have given Zuckerberg “irrevocable proxy” to control their votes. That means that their shares will swing with his shares.
Zuckerberg also has irrevocable control over shares held by DST, Greylock, Accel Partners, and other major firms and investors — and the voting rights that go along with those shares — in most circumstances.
“This is not common at all,” said Menlo Ventures partner Mark Siegel, who has monitored quite a few IPOs in his time in Silicon Valley and spoke to VentureBeat by phone today.
“He negotiated a very unique deal,” said Siegel of Zuckerberg’s coup. While no one knows exactly why Moscovitz, Parker, and a slew of high-powered VC firms would have given up their votes, Siegel speculated, “I’m sure there’s a point where shares were offered with that as a contingency.”"
This is absolutely 100% FALSE. Every single person who works on those dark and shady patterns are responsible for their actions. They choose to work for evil every single day because the money is more important to them.
Why do we give tech employees a moral and ethical pass for the terrible things they do just because they work for a company?
These engineers don't work with blinders on, they know that every line they commit is ultimately in service of getting more people addicted, and more clicks on facebook ads.
Someone above them may tell them to write that code, but they choose to write each line when they could be working somewhere else. Last I heard, facebook hires supposedly intelligent people, I daresay they'd be able to to get a job elsewhere.
They choose not to.
As the person with sole absolute authority over Facebook, he is 100% responsible for everything that happens, in addition to whatever responsibility the people under him bear
The development process at a company the size of FB is so fragmented that the number of people who actually have a full view of the sum ethics of the platform generally reside at the Director level or higher.
Does the engineer who maintains the code for tagging photos with facial recognition know anything about what happens to that data after? Does the person who works on content filtering algorithms know what language rules another person is going to put into them? Does the person working on optimizing databases know who's been given carte blanche access to that data via APIs?
To use an extreme comparison, there's a reason the entire German army wasn't hung at Nuremberg.
So there you have it in a nutshell straight from the horse's mouth, as it were.
EDIT: or even how many pay attention to tech news in the mainstream media, for that matter.
I've seen some internal memos with zuck reassuring the employees how much he cares, those memos aren't written in a vacuum, they are responses to things going on. Are you suggesting that Facebook employees don't read the internal memos sent to them or lack any critical thinking on why they are sent?
And in the case of working at facebook, will most definitely be used.
Facebook employees have vastly more options to leave a company that they reasonably know or should know is morally questionable, and quite likely to be able to find other employment.
That changes the measures of culpability (or at least compliance) significantly.
There are schools and jobs waiting in Georgia and Texas and Wyoming. They aren't Valley jobs. But they offer comfortable lives.
I appreciate the honesty of the parent post. It's all about the money and lifestyle. The part that makes me blink is that they think this somehow alters the ethics in a positive way.
If I had a job, for example, maintaining photo storage at FB, should I be so ethically outraged that I should upend my whole life, and my family's life, to run away as quickly as possible?
If you want to argue that it is hard to quit FB because of money and schools, and that that changes the ethics, see my comment above.
1. I'm not arguing that every job at FB is ethical, I'm arguing that most aren't so unethical that one would permanently taint one's soul by staying there. This is especially so if you consider that FB has a chance to change, no matter how slim that chance is. Perhaps these people believe in the stated mission of FB and think they can help.
2. It's not at all easy to leave a job - not every engineer is a 20-something nomad with no kids. Finding a gig that matches a AAA, SV company in sum benefits is a hard task on its own, even if you're not geographically limited due to familial sentiment or obligations.
That only changes the costs of the options, not the fact that you are either complicit or choose to leave.
Specific to your specifics, if changing circumstances _in_ the Valley is so hard, leave the Valley as well. I live in the Midwest, so my perspective has it's own skew, but SV sounds more and more like a crazy place to even try to live.
thats the actual reason why soldiers were spared in Nürnberg: because a lot of the army didn't actually have a choice. It was death or collaboration for them.
My historical knowledge of this isn't as detailed as I would hope to have; do you have some suggestions - links, books, etc in regards to the details on the sentencing?
I can certainly understand that the higher up the chain you went, the more knowledge of the atrocities you would (or should reasonably) have, but was there a particular "breaking point" where "below this point nobody is charged or even censored"?
If so - how was that point decided? What if you were just an everyday Joe-in-the-trenches soldier who was on the front lines, but knew you had neighbors and friends that just "disappeared" and you had doubts or other misgivings?
Or what if you were a younger person, and had "snuck around" and seen something strange with the "hidden camps" in the countryside - but then became a soldier a few years on, and those sights as a kid haunted you?
Where's the ethical line?
If you had a very good and reasonable suspicion that what you were participating in, had actually much more grave consequences for neighbors and fellow citizens - even if you didn't agree with their views politically or morally (let's suppose) - would it be better to avoid being a conscripted soldier and dying, than to participate in what may turn out to be a brutal atrocity on the world stage?
I can see the conundrum - that you wouldn't know for sure what the truth was, and since you don't really know for certain, then "fighting for your country" - even if forced - was better than your country killing you (in some manner) because you didn't.
But I bet there were more than a few who did say "no" - and I wonder how many of them made it through the camps or other "work detail" where they quickly learned either some horrifying details from other prisoners, overheard conversations of guards, or just what they considered very frightening rumor (that ultimately turned out true)?
Those that survived - if any - I wonder if there have been discussions between them and those who joined though they may have had misgivings or doubts?
When you start to question and think about this - you begin to see why things are the way they are in Germany today; at the same time, you also wonder how is it that there is still - kinda in the shadows, kinda not - a level of "nationalism" and (possibly?) "German purity" movement in both Germany, and Europe (and the larger world stage).
A certain amount of it has to do with propaganda, conspiracy, and the like of course - but what else is driving all of this? Are we (humanity) doomed to repeat this kind of atrocity again and again (that is - genocide and such on a mass scale; while what happened during WW2 was perhaps (?) one of the largest examples in history, it is also - unfortunately - not a unique thing in humanity's history)?
I'm also aware of other history that can help explain some of this (that is, the targeting of the Jews - among other groups) - and it potentially goes back millenia, which is both sobering and depressing to realize that we're barely budging the status quo over the years...
There are reasonable arguments for hanging the whole German Army after the war starting with dissuading monstrous wars of aggression with the idea that if we lose we'll all die.
An interesting alt-history fiction could be written where that was the case, I bet...
that's quite an extreme view. Have you ever considered you might be mistaken?
It's been years since I've even seen a pro-facebook take on HN, let alone anywhere else.
Most people echo something similar to "I don't like it, but everyone else is there, and I don't want to feel left out."
FB employees: pretty close to Purdue pharma and the tobacco companies. At least tobacco prevents Parkinsons. I know, people got kids to feed and ex-wives to pay off, but FB is complete and utter garbage, and anyone who ever worked there carries a badge of shame forever.
Either way in support of what you’re saying and in reference to the words — what evidence or rational is there that most people psychologically addicted to FB think it is evil? Replace FB overall with IG. IG is hugely popular. Some are prob addicted. IG doesn’t have the same negativity assigned to it so saying most addicted users think it’s evil would seem like a very silly statement.
Edit: this is not to argue that FB is an addiction or that FB is evil or that FB is equivalent to cocaine. It is just to point out the weakness of the parent comment.
I highly doubt most addicted users think FB is evil. That’s a strong word.
Regardless, people being pro some company is not a good way at all to see if a company is “evil” or not. Many times people being pro something can be a negatives indicator.
We have seen various tech companies do bad things. Like the anti-poaching collusion so many participated in. But at that time Google was given near unanimous praise and pro-comments.
'let alone' anywhere else? HN is surely skewed toward privacy-conscious types that are inherently not 'pro-Facebook.'
It's pretty bad when even a significant portion of your user base only uses your product begrudgingly and with resentment.
That describes a _lot_ of companies and organizations (probably the majority of all organizations, I would guess?) most of which I would not consider evil. The DMV, for example. I would agree with calling them 'pretty bad', but pretty bad isn't the same as evil.
Do you want to try to make a case for Facebook being good or even benign, or did you just want to check in if we're conducting regular introspection?
(And, off the top of my head, the things Facebook does that nudge it into "evil": persuading media to move to video by lying about viewership statistics, gaming the algorithms to maximize engagement in the style of a Skinner box, in at least one case intentionally trying to depress people through feed manipulation, turning a blind eye to electoral interference, all the dark patterns surrounding getting people's personal information, the shady ways they share that information, and if I sat here and literally thought about it instead of producing a list as I typed it out, I'd come up with more. This is not what a good or benign corporation does. Doing these things is not compatible with being good or benign.)
I wrote my original post off the cuff. I might edit it to say that Zuckerberg, as the CEO, sets the tone, and hires the people who build the system and set the culture that either incentivizes/allows/demands these practices (dark patterns, etc.).
Individual engineers can take a stand, but without their managers, and those managers' managers backing them, it's a Sissyphean task.
The point being, Zuckerberg is ultimately responsible.
Yes, the responsibility is ULTIMATELY on zuck, but for it to reach him, every single person in line has to shrug their shoulders and do the wrong thing because it's more profitable to do so.
In that sense, I agree with your push back. However, I lament that we've given tech employees this kind of morality and ethics-free environment to play in.
I'm a big fan of systems thinking. My friends get on me for it, but I wholly believe "if you aren't thinking about the system, you aren't thinking" or some aphorism to that effect. Donella Meadows, Russell Ackoff, W. Edwards Deming all inform my thoughts on this.
When an individual contributor like you are mentioning above is in a system there are four options they can take when they see something off. 1) Do nothing 2) Distort the system (often seen as a band-aid fix) 3) Distort the data (when Alan Mulally took over Ford all of their dashboards were "green" which meant good while the company was slated to lose billions of dollars that quarter) 4) Change the system
From Deming I learned this: who is responsible for the system? Management. Who is the top manager at FB? Mark Zuckerberg. So that's my perspective on using the word "ultimately." I also noticed that with your wording "...but for it to reach him" gives the sense that these behaviors are percolating from the bottom up. My sense, is looking at it from the other perspective--Zuckerberg down. He has set the tone, built the system, and the culture that allows (demands?) this behavior.
Another Deming quote that I have seen all too viscerally in my 17 years in the professional world is this "A bad system beats a good person every time."
I don't excuse unethical or illegal behavior of ICs or managers, but I can look at the system they are a part of and understand it.
I don't disagree with anything you've said, except that I add one more option to the IC's list: 5) Leave the system: quit and work somewhere else.
"A loss of X dollars is always the responsibility of an executive whose financial responsibility exceeds X dollars." - Gerald Weinberg's 'First Principle of Financial Management' and 'Second Rule of Failure Prevention' [1]
By this model, I'd say engineers have some responsibility, but managers and, especially, executives shoulder the primary responsibility. By the same model, engineer's choices also have to be mediated by their own responsibilities to pay the bills, take care of their families, and so on.
[0] An Introduction to General Systems Thinking, Weinberg
[1] 'First-Order Measurement', Quality Software Management, Volume 2, Gerald Weinberg, Dorset House Publishing, 1993
Thanks for bringing him to light. I was completely ignorant of him before your comment and look forward to looking into the sources you graciously added to the discussion.
Edit: Went to add the books you cited to my Goodreads list and lo and behold, the first one was already there. I am not going to live long enough to read all of the books I want to!
The day that thought first came to me was a dark day! Another of Weinberg's heuristics [0]: Read books only after three people have recommended them. It's a quality filter, tuned to the kind of people you associate with, and to reducing the number of pages you'll have to digest.
[0] From a message on the SHAPE (Software as a Human Activity Practiced Effectively) online forum, which may be long gone.
IMO quitting in a huff over issues like this causes damage to one's career that one really ought to avoid. I left my previous gig over cultural issues and I nearly got labeled a job hopper for doing so. I'd suggest taking the long view and let's see what happens with all the tech companies that are now doing morally questionable things.
It feels like there's been a phase transition in mood in the valley in the past 2 years.
The shareholder system of control foists massive negative externalities on the public while concentrating profits in the hands of a few.
It's like advertising toxic waste disposal for $100 a tonne, then dumping the carcinogenic sludge in the town square while keeping the cash for yourself.
If you're a real capitalist, you peel off 1% of your windfall to support politicians who sabotage any attempt at regulating toxic waste disposal.
Is it possible that this "every FB engineer is a moral criminal" stance is actually a fringe view espoused by a radical minority and not a principle we should consider seriously? I think so. I reject the OP's claim to moral authority.
A thing isn't bad just because some random commentator on HN says it's bad. The law is how we encode legitimate and society-wide consensus on what's bad. I am under an obligation to follow the law. I am under no obligation to behave according to what some random HN commentator wants to ban this week.
Governments are trying to control it. Sri Lanka recently disabled all Facebook properties at the ISP level after Facebook promised to clean up incitements to violence but then either wouldn't or couldn't.
Just because a thing is legal doesn't make it moral or ethical. And a big reason why bad things remain legal is because bad things tend to shit cash.
I suppose you're free to do anything that doesn't get you arrested. The rest of us try to live to a somewhat higher standard.
So making guns is okay, supplying them randomly is illegal at most places because they just do harm.
Similarly there at these companies the engineers working to maintain the infra making it all possible.
Engineers need to understand where their work is getting put at.
Such a position is a longstanding feature of law.
https://en.wikipedia.org/wiki/Limited_liability https://en.wikipedia.org/wiki/Qualified_immunity
I get that some people don't want these principles to exist and would prefer personal liability in everything, but I would suggest that these people be very careful what they wish for.
I'm thinking in terms of a RACI matrix.
BTW, I had to look up RACI matrix as I've only ever heard of it. Is this a popular project tool at the moment? Do you use it?
Have you seen their "In case you missed X's tweets" notification spam?
That's the "Some random nobody hosted a watch party" equivalent on Facebook.
And it can't even be turned off.
All this for what? To present to some investor on a powerpoint "Hey, we increased our conversion rates by 2% by faking notifications. I wonder if this is even legal to trick people to use a service by lying to them there's something they need to attend to.
Zuckerberg has iron-clad control of FB.
He could unilaterally decide that quarterly profits, hell, any profits, do not matter and there is nothing anyone could do.
Keep that in mind when it's discussed that FB can't really do anything about the problems it has spawned because it is part of the financial system and governed by Wall Street.
No, it is governed by Mark Zuckerberg and he can do whatever he wants. Every last dark pattern and shady thing they are pushing for with engagement, ultimately, he and he alone is is responsible for and condones.
Every other CEO on the planet has the "but the quarterly earnings" boogeyman to fall back on as a scapegoat for their malfeasance. Zuckerberg, due to his shrewd engineering of stock classes, does not and we should do well to remember that.