making a ‘marc’
FB board member & Zuck trod on rights: suit
Mark Zuckerberg has a knack forgetting his way with Facebook’s board — and it involves a lot of texting.
This spring, Facebook’s 32year-old chief executive feverishly texted with board member Marc Andreessen as he pushed for an unusual privilege: the right to sell most of his stock while still keeping control over the company.
Andreessen, the 45-yearold Silicon Valley venture capitalist who founded Netscape, was more than willing to help Zuckerberg — despite the fact that Andreessen is supposed to represent all Facebook share holders, investors allege in a suit filed in a Delaware court.
On top of advising the tech tycoon on how to plead his case before the board, Andreessen, the suit claims, prepped Zuckerberg for his conversations with other directors on the special board committee.
Besides Andreessen, that committee included Susan Desmond-Hellmann and Erskine Bowles, President Bill Clinton’s former chief of staff.
“[Let me know] if you’d like to talk tonight or tomorrow before 330,” Andreessen texted Zuckerberg on March 4, signaling that he could supply useful “updates” ahead of direct negotiations that were scheduled for the next day at 3:30p.m. between Zuckerberg and the committee.
After offering up “inside information” on the negotiations, “Andreessen did not stop there — he actually texted Zuckerberg real-time feedback during the March 5 call,” according to the suit.
“This line of argument is not helping. They are both genuinely trying to get to the right answer,” Andreessen texted Zuckerberg in the mid- dle of the call, according to the suit. “THIS is the key topic. Agree[.] NOW WE’RE COOKING WITH GAS[.]”
A week later, on March 11, Zuckerberg was preparing for a call with Desmond-Hellmann to argue that he should be given the right to leave Facebook for as long as two years if he decides to pursue a position in government.
“Do you have any context before I talk to Sue tomorrow?” Zuckerberg texted to Andreessen.
The “biggest issue,” Andreessen replied, is “how to define the gov’t service thing without freaking out share- holders that you are losing commitment.”
A month later on April 14, the committee agreed to Zuckerberg’s demands.
Asked Thursday about the suit, a company spokesman said, “Facebook is confident that the special committee engaged in a thorough and fair process to negotiate a proposal in the best interests of Facebook and its shareholders.”
Andreessen declined to comment through a spokeswoman, citing pending litigation. Bloomberg reported earlier on the suit.
Andreessen: “The cat’s in the bag and the bag’s in the river.” Zuckerberg: “Does that mean the cat’s dead?” Andreessen: “Mission accomplished “