Re:Powerless investors vote overwhelmingly to oust Mark Zuck...
by tomp on Wednesday June 05, 2019 @04:37AM
(#20102503)
> A CEO has a fiduciary duty to the shareholders - The CEO is supposed to act in a way he believes benefits the shareholders.
To the shareholders or to the majority of the shareholders? If the latter, he can literally do whatever he wants (as he's the majority shareholder).
Re:Powerless investors vote overwhelmingly to oust Mark Zuck...
by Waterluvian on Wednesday June 05, 2019 @07:59AM
(#20103469)
I don't think that's true. I think he holds fewer than 50% shares. He holds greater than 50% votes.
It depends on how he runs the company into the ground, and his state of mind while doing it.
A CEO has a fiduciary duty to the shareholders - The CEO is supposed to act in a way he believes benefits the shareholders.
They also have duties of Care -
They must evaluate business decisions and agreements after taking into consideration information and input from shareholders/board/experts/employees etc
Loyalty -
They must act in the interests of the company and it's shareholders, putting this above decisions about their personal finances or outcome
and Disclosure -
They must inform the board and shareholders about challenges facing the company, or issues the company is having.
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That said... There's serious protection for the CEO in the "Business judgement rule" which says that as long as the CEO Fulfilled the above duties and acted openly and honestly - He's protected from any liability if the company loses money based on decisions he makes.
So if Zuckerberg stated: "I will kill Facebook by intentionally making terrible decisions" then no - he's not allowed to do that at all, and will likely face many shareholder lawsuits.