In House - The FindLaw Corporate Counsel Blog

Facebook Shareholder Suit Alleges Zuckerberg Conflict of Interest

It reads like a scene from an old movie, a la Sweet Smell of Success in 1957:

"I love this dirty town," says J.J. Hunsacker, a syndicated columinist played by Burt Lancaster. He wants to break up a romance between his younger sister and a jazz musician. Sid Falco, an unprincipled press agent portrayed by Tony Curtis, is the man to do it.

"The cat's in the bag and the bag's in the river," Falco promises.

Funny, that's the same line Marc Andreessen texted to Mark Zuckerberg during one of the biggest deals for the future of Facebook. Zuckerberg, who was trying to retain his majority voting rights while unloading billions worth of his stock, replied dubiously. He probably didn't know what Andreessen was saying.

"Does that mean the cat's dead?" he asked.

Hanging in There, Baby

The cryptic communication illustrates the relationship between the business titans, who are too close for comfort as far as some Facebook investors are concerned. They have sued in Delaware, alleging the company leadership went through the motions of protecting minority shareholders when Zuckerberg tried to set up a new class of voting stock. They say Andreessen, who served on a special committee during the negotiations, was more interested in protecting Zuckerberg.

According to court records, the proposed deal was a monumental shift that would let Zuckerberg retain voting power but had the potential to harm investors by diluting their power over decision-making. The lawsuit said the deal would essentially give "Zuckerberg billions of dollars in equity, for which he will pay nothing."

Old Guy Rules?

Andreessen, 45, has guided Zuckerberg, 32, since the beginning of Facebook. An innovator when GUI was born a generation ago, Andreessen has invested heavily in Facebook and sits on the board.

He texted Zuckerberg during a special committee meeting -- that didn't include Zuckerberg -- that considered creating the new stock. Zuckerberg had said publicly that he wanted to sell his stock for philanthropy and that he was considering public service. Andreessen, giving Zuckerberg the blow-by-blow, said he needed to think about "how to define the gov't service thing without freaking out shareholders that you are losing commitment.''

The special committee approved the deal and the matter when to the shareholders, which is now on hold pending the results of the litigation. But Andreessen was confident when he texted "the cat's in the bag."

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