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Business Entities Keyed to Chiappinelli
United Food and Commercial Workers Union v. Zuckerberg
Citation:
2021 WL 4344361 (Del. Sept. 23, 2021)Facts
Appellee Mark Zuckerberg controls a majority of Facebook’s voting power and has been the chairman of Facebook’s board of directors since 2012. Appellee Marc Andreessen has served as a Facebook director since June 2008. At an August 2015 meeting of Facebook’s board, Zuckerberg formally proposed that Facebook issue a new class of non-voting shares, which would allow him to sell a substantial amount of stock without losing control of the company. Facebook then established a special committee composed of three independent directors to evaluate the reclassification. Zuckerberg pledged to make large annual donations in return. The full board approved the reclassification. On September 2018, Tri-State filed a derivative action seeking to recoup the money that Facebook spend defending and settling the reclassification class action. The complaint asserted that the board breached its fiduciary duties of care and loyalty.
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