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Automattic has a new board after failed attempt to put CEO on leave (techcrunch.com)
148 points by ilamont 35 days ago | rank | favorite | 39 comments


Fireship pointed out that the board members gave themselves a generous severance package in the very brief interim, so that was very possibly the whole plan.


Bizzare self dealing.

Vote out dude who has 84% shareholder control.

Immediately sign yourself a golden parachute deal for 8 million right before getting fired the next day.

Seems like complete breach of fiduciary duty.


A breach of fiduciary duty" describes Matt's behavior through all his escapades here. Minority shareholder rights are a thing, it just seems there are no minority shareholders willing enough to deal with Matt's nonsense to fight for it.

If there is any litigation, it opens Matt up to liability for the same thing. Unfortunately, as we've seen, Matt is willing to self-destruct himself and the company if it would effect sufficient self-glorification for him.


Minority shareholder rights do not generally include a right to remove officers of the company unilaterally.


Minority shareholders did no such thing. The board did that.


But you can advocate for it.


Minority shareholders rights generally include a right to fairness, transparency, and protection against abuse by majority shareholders, all of which were violated here.


What was the abuse?


If there are enough of them it certainly does.

All you need is a quorum at the next board meeting. In this case that would have never worked but in the general case it could definitely happen.


If anything the breach of fiduciary duty for those severance packages would not be Matt alone, if the board was the one voting for it.

> Matt is willing to self-destruct himself and the company if it would effect sufficient self-glorification for him.

I've worked for at least one boss with control issues and/or delusions of grandeur, and I will say that, well, if he's at the top, it's his choice for better or worse.


This is why America is dying...


yeah, because as we know, Corporations are all about ... giving


fiduciary to whom? everyone who invested in the company knew they were buying in to something where one person controlled it.


It's a general protection meant to avoid a small majority from colluding to enrich themselves at the expense of the rest of the shareholders. It definitely seems to be getting eroded at this point, though, as multiple huge tech companies have managed to keep under the control of a single individual and investors seem content to just vote in a popularity contest where their money gets traded for tickets that don't represent any meaningful control of the asset they supposedly represent.


Says who? If one thing all this legal stuff has surfaced, it’s that has been entirely … opaque … about who is what and owns what. He’s said WP.org is him, personally and nothing to do with the foundation despite it being hosted on foundation servers, made comments about the foundation being independent when it’s just him, a buddy, and another awol buddy. And declined to mention that when Automattic “gifted” WP to the Foundation “so it could be free from corporate interests” that the Foundations first act, that same day, was to grant Automattic a free, irrevocable, exclusive, universal license.

And that WPE didn’t owe the Foundation anything for their alleged issues, but their for profit competitor, his private company.

Matt has used “foundation”, wp.org, wp.com and Automattic interchangeably for years based on whichever definition was most convenient to him that day, so I don’t really see “it’s clear exactly what people were getting into”.


> He’s said WP.org is him, personally and nothing to do with the foundation despite it being hosted on foundation servers, made comments about the foundation being independent when it’s just him, a buddy, and another awol buddy.

I've followed the drama since the early days, but I don't remember anything about WP.org being hosted on Foundation servers.

If anything, I have no idea what the purposes of the Foundation are/were, except to hold the trademark, and being a front for WordCamps in the early days.

https://www.reddit.com/r/Wordpress/comments/1g40522/501c3_as...


WPE’s filings, quoted Matt saying that, and then pointed out that the WP.org IP address was within the Foundation’s AS.


... You still are supposed to act in the best interests of your share holders.

"Obviously the CEO was going to break the law, anyone who thought otherwise was a fool." is not grounds for voiding the legal obligations that CEO has to his shareholders.


Can you tell me where you see Matt has 84% voting control?

I thought the reporting on this (at least in TechCrunch) was downright bizarre. The only thing that ever mattered was who had voting control, and I couldn't see anywhere that this was reported in TechCrunch. I can't even fathom how the other board members thought they could oust Matt if he had majority control. None of this makes any sense to me.

Edit: I see the 84% number further down in the article. Still, that makes this make even less sense to me. How could the other board members vote out Matt as CEO with only a minority vote?


Possibly if the other board members were selected by shareholders (i.e. mostly Matt). He can replace them, but they represent his interests as a shareholder while they are on the board.


It makes a lot of sense when you see their severance package. I’m going with the hypothesis this was the whole point.


> Fireship pointed out that the board members gave themselves a generous severance package

Unless there was some other news that I might have missed, it was their previous Chief Financial Offer and Chief Legal Officer, not the board members.


Still, how is that even legal is astounding, feels very fraudulent, and the last guy I want to defend is the CEO of WP after all the drama he created over it.


Alternative theory - the board and new CEO understood their actions had high risk of termination and needed compensation for that risk.


Yeah, if Mullenweg really did control a majority of the voting shares, the previous board are the villains in this story no matter what you think of Mullenweg.


What were they supposed to do? If you’ve been following Mullenweg’s behavior, he’s clearly unstable, and while this is admittedly armchair diagnosis, a lot of his recent writing gives me strong stimulant psychosis vibes. Granted maybe you shouldn’t take a job as a board member at a company where the CEO has 83% of voting shares to begin with, but once you’re there, you still have a fiduciary duty to do what’s best for the company, so IMO they were obligated to at least try and eject him.


Definitely not award themselves very generous severance packages, that sounds fishy as hell regardless of any other factors.


If the packages are generous enough, it would create an incentive not to fire them, and, that way, be actually in the best interest of the company.

If the CEO is indeed insane and incapable of fulfilling his duties, and he still controls 84% of the voting shares, all options are nuclear.


I could see that logic somewhat if I squint really hard but still, awarding yourself such packages remains very fishy..


> What were they supposed to do?

The normal thing to do is to resign from the board. Maybe put out a statement explaining why.


Then they could be sued by a minority shareholder for knowing they should take action, but then failing to, and resigning instead. Failing to take an action is still breach of fiduciary duty.


Only if you believe it is their fiduciary duty to remove him, and that is a long stretch unlikely to make it though the lawsuits.


Resign.


That's merely an option, not the only option, or the only valid option, or even necessarily the most valid option.

Do the right thing and make someone else be guilty of actively firing me for doing the right thing, (and leave the door open for the theoretical possibility that they don't), rather than me being guilty of giving up, is a perfectly valid stance, even if it's not what you would do.

It's one thing to say "well obviously Matt will just do the obvious thing we all "just know" he will" and it's quite another for Matt to actually do it. One is conjecture, the other is recorded fact history. Matt can no longer say he wouldn't do something like fire an entire board for the crime of doing their jobs. It's valuable to force the issue.


It's a valid stance for a random individual, but not for a board member, who assumes additional obligations that are external to their own personal morals. If your morality and your board duties conflict, your obligation is to resign.


Incorrect. Resignation is merely one of your infinite valid options. Your obligations are mostly not to do various incorrect things, not to do any particular specific thing other than pursue a goal.


I think noisy resignation is the rational move for various reasons.

But I don’t think it’s required. The director under Delaware law is not conceptualized as a proxy for the whims of a majority of the voting rights.


Alternatively, Matt can resign if he doesn't like what his bosses did. Instead he chose to vote out his bosses: also an apparently legal option, albeit one much worse for the company's fiscal situation.

Indeed, Matt has a fiscal responsibility to resign from the company and stfu. He's dragging it down for all the investors, of which he is only one, and doing it purely for personal glory. That is unethical.

Boards vote themselves pay packages all the time. It was unwise for Matt to agree to pay it out by firing them for reasons purely personal to Matt.

Matt, since we know you are reading this: Do what is best for the company, not yourself: go away.


All you're really saying here is that you wish Mullenweg had lost this power struggle. I get that. I'm not sticking up for Mullenweg. But the adults in the room all knew that Mullenweg wasn't going to lose, and created chaos anyways. You can't pin that on Mullenweg.




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