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

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.

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”.

... 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.

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.

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

> What were they supposed to do?

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

Resign.

No, if the board doesn't believe it can continue to serve the company and meet its fiduciary duty, its obligation is to resign. CEO is an operational role; the board by design is not. It's a very big deal to "fire" the CEO, and doing so when you don't actually have the voting authority to follow through seems pretty close to malfeasance.

robocat was answering a general question about the relationship between ownership and control. And they're right that representing 84% of the voting shares doesn't mean anything. It's standard for major investors to have their board seats guaranteed, plus veto rights over things like creating new stock and selling the company. (It's not standard to have "the ability to sack the founder and take control", though.)

Founders are almost always outnumbered on the board by Series B, but like I speculated in https://news.ycombinator.com/item?id=49638676, Automattic is unusual here, and Mullenweg may control it. There's still a decent chance that True Ventures left in protest rather than being booted, though, and has the right to a seat[1]. It's just, what's the point if Mullenweg has them beat 4-1?

1. Edit: The article confirms that Toni Schneider resigned, but not whether True Ventures (his firm) has the right to a seat.

With 84% of voting shares by the CEO, the board was setup to fail.

You're right, it doesn't seem like the board was involved in the golden parachute. Hard to imagine they tried this out of the goods of their hearts but I cannot find anything concrete to say otherwise

I have an amateur website up and running where club members can book an accomodation.

Most other software wants more than the $100 one time payment that some random WordPress plugin demanded (VikBooking.)

A lot of people use Wordpress for multi-user or business sites and there isn't a replacement that will meet their needs that also doesn't require a higher degree of technical knowledge than they have. Any alternative more complex than Wordpress's install or that doesn't have feature parity with Wordpress' plugins is going to be a no-go for most of them.

yeah, most open source projects arn't run by far white supremacists.

Most folks probabpy use the "render wordpress site to static site" model to avoid the security issues.

its getting buy-in, especially from people entrenched in their workflows, convincing management and sometimes legal depending on what plugins are being used.

For a lot of projects it wouldn't make you look bad at all.

Yeah, that is the main thing which makes to board look bad. Mulleweg has always been a problem and will not stop being so. They should have resigned.

> That's less fiduciary duty and more hacking a payday.

A large golden parachute for firing a board member could be a disincentive mechanism to do it: a 'poison pill' of a kind.

* https://en.wikipedia.org/wiki/Shareholder_rights_plan

They could have felt they were doing the right thing, and making a public statement of the situation, but knew it was a bit of a kamikaze tactic and so made it more painful for when the eventual backlash occurs.

Getting out of a toxic job while failing up. Business can be strange sometimes.

I highly doubt that version is true, though he likes to repeat it. If he doesn't like WP Engine eating his market share while giving little back (they did give back, just apparently not enough, whatever that even means in a volunteer ran open source project) then he would've not responded by pulling his own contributions off of WP.org as well, stealing their plugins, banning their developers, and so forth. Like, what even is that? You don't want to play in my sandbox according the rules that I set so I won't play in my own sandbox either? Not to mention that if there's anyone doing monopolization in the WP world, it's Matt himself, by buying up basically every WP company there is.

His so-called "democratize publishing" persona is just a complete facade.

Nope. WPE gave hundreds of thousands of dollars a year to the Foundation and community. Hell they put $70K to the PDX event where he got on stage and shit talked them, after banning them from attending and sponsoring the event (no refund though). They give to the OSS community in plenty of resources.

Guess who owns an irrevocable, free, exclusive and universal commercial license for WP? Automattic. They got it the same day the project was gifted to the Foundation. Matt’s claims pushed for WPE to give damages to Automattic, not the community or foundation.

WP is OSS because it is as built on other projects and had to be.

Matt is not the victim here.

Yes

- https://web.archive.org/web/20241026031947/http://bullenweg....

- https://web.archive.org/web/20241026031947/http://bullenweg....

Plenty of strong indications, including the lawsuits from former staff working for him and his mom.

Yes. There's pretty extensive evidence that Mullenweg engaged in an extortion campaign against WP Engine, threatening to use his position at the WordPress Foundation to sabotage their business unless they agreed to pay Automattic a bunch of money.

Like many sociopaths, he prefers not to draw a clear distinction between actions he's performing for his own benefit and those he's performing on behalf of others, so he often tells a very different story about this. He claims to think, and may actually think, that there's nothing strange or alarming about the open source WordPress project taking sides in a commercial dispute between two vendors.

Indeed, I suspect if you sat down with him in private he'd explain to you that things like the Wordpress Foundation or fiduciary responsibility to Automattic shareholders are legal fictions. In his reality, he's the WordPress guy, and anything which seems to limit or constrain his control of WordPress is just some nonsense he signed off on to keep the suits happy.

That’s just a shitshow on purpose though. Not a place with actual discussions.

Indeed I use Wordpress and have never heard of automattic outside of HN. I just wanted a simple self hosted blog platform with WYSIWYG editor. There are not many that are free; there are plenty that are not WYSIWYG, then there is the stuff on HN like Hugo that is reserved for experienced Linux devs and no one else.

Add to that predictable flat pricing. If most Wordpress sites became famous overnight I guarantee 90% of users would rather the site go down than figure out what to do with 15 minutes of fame and a 50k hosting bill