Discuss Chapter 33 discussion question 3 on page 876 (restated here for your convenience): When Facebook went public, its disclosure document said: As a board member and officer, Mr. Zuckerberg owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Zuckerberg is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders. Should corporate laws permit Zuckerberg to control the company without imposing a duty to act in the best interests of the other shareholders?

No, the corporate laws should enable him to do so, since his roles were mostly equated with an aim to work in the best concern of the stockholders. He should take into considerations of the parties not only their bank accounts but also the shareholders under the law of Delaware. Some of these statutes are mostly limited to those decisions affecting corporation management.


This answer tries to explain that Zuckerberg is under an obligation to his stockholders and he should display his act in a better manner. For instance, he is supposed to carry out practices in considerations of his stockholders.

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