False and misleading accusations exhibit been made adjacent to eBay and adjacent to me taking part in my role at the same time as an eBay director. This forward provides my perspective on individuals accusations and their surrounding context.
On the accusations:
I dispute all accusations with the purpose of I exhibit violated some of my duties to eBay shareholders.
Specifically:
* all over the eBay board’s process of divesting Skype, I fully disclosed my promise gain and recused myself from all discussions on the transaction, plus all discussions, negotiations, and decisions. I was uninvolved taking part in eBay’s decision to spin rotten Skype and taking part in eBay’s decision to decide on to partner with the Silver Lake syndicate.
* eBay’s retained ownership taking part in the Skype spinoff was 30% opposed to. Andreessen Horowitz’s approximately 3%. With the purpose of much superior ownership gave eBay a far superior role taking part in decision making on Skype similar to the spinoff than Andreessen Horowitz, at the same time as well at the same time as a far superior cost-effective bribe on the trade to Microsoft.
* succeeding to the Skype transaction, I was re-elected to the eBay board taking part in 2012 with nigh on unanimous support — 99.7% of votes — of eBay shareholders. The Skype transaction conventional a prominent degree of unrestricted inspection at what time it happened; all of the truth around my role taking part in the Skype transaction were fully unrestricted on with the purpose of schedule; eBay has a very sophisticated body of shareholders; and if some of them axiom some poser with my conduct around the Skype transaction, I am poised with the purpose of they would exhibit brought it up by 2012.
* Andreessen Horowitz’s alternative investment taking part in Fanatics was made finished a day similar to eBay divested with the purpose of occupational at the same time as a part of eBay’s acquisition of GSI wholesale; in attendance was veto workable conflict on with the purpose of moment. Expand, in attendance was veto scrutiny of Andreessen Horowitz investing taking part in Fanatics on some schedule for the period of eBay’s negotiation and procure of GSI wholesale before eBay’s divestiture of Fanatics.
* I prepare not go through on the board of some company with some important competitive overlap with eBay.
* I divulge some state of affairs somewhere I believe I can exhibit a promise conflict and recuse myself from some eBay board deliberation at what time I believe I can exhibit a promise conflict due to an investment taking part in any more company.
On the context:
Directors of all companies owe shareholders several duties, plus the duty of loyalty. This duty focuses on avoidance before appropriate treatment of conflicts of gain, and requires just dealing by directors involved taking part in transactions with the purpose of might end result taking part in not public achieve before monetary conflicts with the company. To strengthen this duty and to expand shield unrestricted company shareholders from promise conflicts of gain, directors are restricted taking part in several atypical ways. These restrictions include:
(1) Prohibitions on individual director serving on multiple company boards at what time individuals companies exhibit some important competitive overlap.
(2) food with the purpose of a director of a company divulge promise conflicts and recuse him/herself from board discussions and decisions at what time with the purpose of director has promise conflicts, such at the same time as but not narrow to an investment stake taking part in any more company.
(3) Restrictions on treatment of company confidential in a row by some director on behalf of some resolution other than with the purpose of company’s benefit.
These protections are enforced by several layers of error and accountability, plus:
(a) each one company’s official counsel and broader board of directors.
(b) Regulatory agencies such at the same time as the instant, at the same time as well at the same time as typical barter rules.
(c) Shareholder votes, taking part in which shareholders can secret ballot directors taking part in whom they lose confidence rotten the board.
(d) Shareholder lawsuit, which is very familiar and which is omnipresent on directors’ minds for the period of board meetings.
All of these protections apply to directors of unrestricted companies taking part in all industry and all discipline, plus directors who are venture capitalists, defend from support activists, clandestine evenhandedness investors, operating executives, and unconstrained board members.
Around colonize exhibit floated a theory with the purpose of today’s machinery industry is additional prone to promise conflicts as of the briskly shifting nature of software. I don’t think that’s exact. On behalf of paradigm, taking part in aforementioned decades the conglomerate occupational fashion, taking part in which companies would decide on to come by and run taking part in many unrelated industries, was additional familiar — a dynamic with the purpose of would without doubt show the way to unpredictable promise conflicts in the midst of boards and directors.
Around colonize exhibit plus floated a theory with the purpose of venture capitalists are additional prone to promise conflicts than other kinds of directors due to their stash taking part in multiple companies on in the past. I plus don’t think that’s exact. On behalf of paradigm, avant-garde defend from support managers plus be inclined to own evenhandedness stakes taking part in many companies on the same schedule, creating the exact same kind of promise conflict.
Weighty further in a row
EBay Inc., its directors and a selection of of its executive officers are participants taking part in the solicitation of proxies from stockholders taking part in connection with eBay’s 2014 yearly business meeting of Stockholders. EBay intends to walk in single file a proxy statement and sallow proxy certificate with the U.S. Securities and barter Commission (the “SEC”) taking part in connection with such solicitation.
In a row regarding the names of eBay’s directors and executive officers and their respective interests taking part in eBay by security property before otherwise is congealed forth taking part in eBay’s proxy statement on behalf of the 2013 yearly business meeting of Stockholders, filed with the instant on demonstration 18, 2013. To the scope property of such participants taking part in eBay’s securities exhibit distorted since the amounts described taking part in the 2013 proxy statement, such changes exhibit been reflected on original Statements of Beneficial Ownership on Form 3 before Statements of replace taking part in Ownership on Form 4 filed with the instant. Further in a row can plus be alive found taking part in eBay’s yearly give an account on Form 10-K on behalf of the day ended December 31, 2013, filed with the instant on January 31, 2014.
Tags : EBay
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