Automattic has a new board after failed attempt to put CEO on leave (techcrunch.com)
betteryet 2 hours ago
ValentineC an hour ago
I guess it was mostly advisory, with the added purpose of making it seem like the various organisations were stewarded by members of the community that were not Matt Mullenweg.
almostroot 35 minutes ago
ValentineC 30 minutes ago
bradleyjg 19 minutes ago
Delaware law requires a board.
Whether limited liability should actually be allowed at all in such a situation is a better question.
robocat 19 minutes ago
You can't know what other conditions Mullenweg signed in contracts such as shareholders agreements etc.
Typically if you take VC money, the VCs will require the ability to sack the founder and take control, perhaps if particular targets are not met.
I've seen it: an ambitious owner agreed to stretch goals, and the VCs took took over the company from the founder after they had predictably failed to meet the goals.
moralestapia 7 minutes ago
xnx 6 hours ago
ImPostingOnHN 6 hours ago
tptacek 5 hours ago
EA-3167 5 hours ago
Obviously that may not be the case, but when the captain is steering the ship into rocks over and over the crew is going to take what they can and hit the lifeboats.
Ed sp
tptacek 5 hours ago
Analemma_ 5 hours ago
tptacek 5 hours ago
I'm not suggesting the board actually did anything legally risky here. The standards for that in Delaware are high. But morally, it's much harder to defend, so long as they knew this is what the outcome would be --- which it seems like they kind of clearly did.
EA-3167 3 hours ago
ragall 3 hours ago
On the other hand, if you're arguing that a board should be able to fire the CEO without cause and have him barred for eternity, then you're arguing that majority shareholders shouldn't be allowed to serve as CEO - in a private company !! - which has been the basis of capitalism for ever. It would destroy the economy as we know it.
3eb7988a1663 2 hours ago
ragall 2 hours ago
EA-3167 2 hours ago
ragall 2 hours ago
It's the people they represent, i.e. the shareholders, who get to decide what's the good of the company, and the board is simply meant to enact those wishes. This is a constitutional issue of representation: at what point do the elected representatives decide the current situation calls for a referendum instead of an ordinary (representative) vote ?
> The majority shareholder says jump off a cliff and we must obey” is nonsense
If the majority shareholder decides that, then 1) the board must resign at once and 2) any one minority shareholder must sue and have the Delaware Court of Chancery determine that the majority shareholder has abused his powers. I'm not sure what would follow that court decision.
tptacek an hour ago
That doesn't mean they're required to faithfully represent the interests of any one person with majority voting power, but it does mean they can't select some random subset of minority voters and serve them instead.
EA-3167 an hour ago
jeltz 31 minutes ago
Analemma_ 5 hours ago
tptacek 5 hours ago
ImPostingOnHN 5 hours ago
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.
tptacek 5 hours ago
ragall 3 hours ago
The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure, within the limits of the Delaware statutes with regards to the protection of minority shareholders.
tptacek 2 hours ago
The board has every right to fire the CEO. That's not at issue. The board could reasonably do that even if the CEO has majority voting control --- iff the board is certain the CEO won't immediately reverse the decision and replace the board. If they fire the CEO performatively (or as a hail mary) knowing the CEO will reverse them, they're causing operational chaos with no upside, and that's not something the board can legitimately do.
There's a subtext in some comments about this that the board can legitimately express a position that it's better that the company not exist than exist with Mullenweg at the helm. That's not a legitimate thing for the board to pursue.
ragall 2 hours ago
He is the boss by virtue of having 84% of the voting power; and, as the board represents the will of the shareholders, the board should always consult with the shareholders before taking such action, if nothing else because majority shareholders have the power to dissolve the board and appoint a new one.
There's a parallel here with firing regular employees: there's dismissal with cause, and without cause. The dismissal *without cause* of a CEO that's also a majority shareholder makes non sense, so any dismissal would have to have a *cause* as codified by Delaware Law. IANAL, but it's usually mental unfitness, moral reprobation, or something of that gravity. Since they did not have a justified cause, I agree with you that the board should have resigned.
The interesting question here is whether the new severance packages, that the board gave itself in the brief interim, will be considered legal. We'll have to wait for a lawsuit to settle that.
pdpi an hour ago
Both are true. The board as a whole is his boss in his role as CEO. He is the board's boss in his role as majority shareholder. That makes the situation a little less clear.
Brian_K_White an hour ago
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.
tptacek an hour ago
onemoresoop 3 hours ago
rbanffy 3 hours ago
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.
chairmansteve 2 hours ago
The normal thing to do is to resign from the board. Maybe put out a statement explaining why.
arpinum 5 hours ago
kingstnap 5 hours ago
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.
ImPostingOnHN 5 hours ago
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.
tptacek 4 hours ago
FireBeyond 7 minutes ago
to11mtm 3 hours ago
> 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.
hn_throwaway_99 3 hours ago
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?
runjake 2 hours ago
NewJazz an hour ago
cyanydeez an hour ago
tjwebbnorfolk 39 minutes ago
hiddencost 26 minutes ago
"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.
WJW an hour ago
Loughla an hour ago
I'm not familiar with this case but most severance packages I've dealt with are valid for everything except like death or federal prison.
ValentineC an hour ago
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.
bastard_op 6 hours ago
slopinthebag 6 hours ago
collingreen 5 hours ago
I did plenty of WP back in the day and I agree, historically, but each of the strong answers I had in my mind (db integration, editor, plugins, themes) are weakened substantially by the AI agents' ability to port a working site to a new framework. I totally agree for normal users still but for devs taking jobs on this do you think the barriers to switching have come down in size?
slopinthebag 5 hours ago
sixothree 5 hours ago
monkey_monkey 5 hours ago
chaosharmonic 6 hours ago
bsoqk 5 hours ago
dgellow 5 hours ago
stephbook 5 hours ago
Most other software wants more than the $100 one time payment that some random WordPress plugin demanded (VikBooking.)
stickfigure 5 hours ago
"Some random WordPress plugin" is usually the main entry point. The core has a bad track record, but plugins are worse by far.
antisthenes 4 hours ago
You just patch and redeploy.
askonomm 2 hours ago
iAMkenough 4 hours ago
to11mtm 3 hours ago
I'll give the example case from my real life.
My wife and one of my best friends want to start a blog. My wife has some wordpress experience from her last job.
There isn't a big expectation for revenue, this is a hobby project.
At least when I did my 'shopping', a managed wordpress instance as far as cost, was somewhere between 'as cheap as just doing self-maintained custom solution hosted' and 'a little bit more but the extra 3-10$ a month versus my time to actually maintain it' stopped me dead in my tracks of Vibe coding an alternative.
IOW, the 'long tail' of wordpress, is the ecosystem of managed providers that exist where the user (at least as long as they are careful about plugins?) doesn't have to worry about updating the core bits, the provider takes care of that for them and can do it at a volume that makes it palatable.
krapp 5 hours ago
sneak 5 hours ago
cyanydeez an hour ago
vntok an hour ago
Freak_NL 5 hours ago
Unless you want and can go with Shopify and go all in on their platform, WooCommerce is what you need to host an online store on hosting of your own choosing. Alternatives seem to lack the numbers to tackle issues when something goes wrong without too much downtime.
(WooCommerce being a popular WordPress plugin.)
paulryanrogers an hour ago
At least it's better than ZenCart.
legitster 5 hours ago
It was also the worst absolute time to pull these stunts. Between static site generators, LLMs, and the open internet dying - he couldn't have picked a worse time to do his massive mask reveal power play. Wordpress was on the precipice of irrelevance and he gave it a massive shove.
binlog 3 hours ago
The company is being kept alive by 1. People who Google “how to set up an online blog/store” and click the first link and 2. Those who are already in too deep and don’t want to make the effort to migrate.
omnimus an hour ago
NewJazz an hour ago
hypfer 2 hours ago
Truly an impressive play.
askonomm 2 hours ago
hypfer 2 hours ago
Insanity 2 hours ago
echelon 2 hours ago
It's not at the same scale that AWS and GCP suffocate database vendors, but it rhymes. And it's easy to see why he's mad.
If a very vocal part of the OSS community wasn't so averse to letting small amounts of monopolization happen, we might see open source products that reach significant commercial scale. Where a single vendor or entity can profit and grow big without irrelevant competitors abusing the license to latch onto the product. An open source monopoly could collect good margin and build ambitiously.
It's hard to build a defensible open source business without using fair source licenses, having source available enterprise offerings, or even using an open core design that keeps important parts hidden and out of the commons. That's the only way to defend the magic bits and grow big.
If OSS folks were more tolerant of this, we'd probably see more funding for OSS and extremely viable and defensible open source businesses.
askonomm 2 hours ago
His so-called "democratize publishing" persona is just a complete facade.
NewJazz an hour ago
SpicyLemonZest 23 minutes ago
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.
flerchin 6 hours ago
jordanb 6 hours ago
hoten 6 hours ago
That's less fiduciary duty and more hacking a payday.
collingreen 5 hours ago
throw0101a 5 hours ago
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.
fwipsy 5 hours ago
throw0101a 2 hours ago
awb 41 minutes ago
doikor 6 hours ago
If they truly believe the CEO was destroying the company/its value.
toast0 5 hours ago
> Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
California law specifically allows for a meeting called by stockholders with 10% of the vote, but for Deleware, a large holder would need authorization in the bylaws. If there was no such provision, a board could plausibly control the company until the next annual meeting, or until court action. Annual meetings can be delayed a bit, but any stockholder can force one once they're a little late.
If you were concerned about the judgement of the CEO/majority holder, and you were optimistic that it was a temporary issue, it might make sense to remove said person for as long as possible; be it a few months or a day and a half.
[1] https://law.justia.com/codes/delaware/title-8/chapter-1/subc...
WJW an hour ago
jeltz 11 minutes ago
gadders 2 hours ago
pinkmuffinere 6 hours ago
2. I guess I should move my blog off Wordpress
eknkc 6 hours ago
https://pbs.twimg.com/profile_images/1998201848008679424/OGH...
BalinKing 6 hours ago
[0] see, for example, this submission from the front page a month ago: https://news.ycombinator.com/item?id=49402521.
dtf 5 hours ago
rbanffy an hour ago
tecleandor 5 hours ago
bloudermilk 6 hours ago
doikor 6 hours ago
dylan604 6 hours ago
jordanb 6 hours ago
ValentineC an hour ago
I think many employees have hoped that it would IPO, but Mullenweg was already "post-economic" financially comfortable, and probably wasn't thrilled at giving up more control, or actually being subject to further scrutiny
VCFundedGenYer 6 hours ago
dj_rock 6 hours ago
smoovb 5 hours ago
sosborn 5 hours ago
dghlsakjg 5 hours ago
WP users want a mature, easy to use framework, with lots of plugins, and a tutorial that can show you how to get anything done. Wordpress is the piece of software that kind of defines that genre. The fact that every host offers a Wordpress package seals the deal.
weard_beard 5 hours ago
fragmede 4 hours ago
weard_beard 4 hours ago
bloggie 2 hours ago
pitchlatte 2 hours ago
4d4m an hour ago
slater an hour ago
4d4m an hour ago
rbanffy 3 hours ago
I get the frustration, that it’d be nice of commercial entities that use our software to do more to support its development and maintenance, but that’s not in the license. A good project will create a healthy ecosystem with sufficient voluntary influx of resources. If it doesn’t, then maybe it’s no longer healthy or viable.
There will be a time things like Python, FreeBSD, Linux, MySQL, and so many others we know and love, will have been surpassed by new successors better adapted to that time. We’ll cherish their memory, remind everyone of their role in taking us to that future, and move on.