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by whack 3234 days ago
The key point of conflict appears to be the following:

The suit revolves around the June 2016 decision to expand the size of Uber's board of voting directors from eight to 11, with Kalanick having the sole right to designate those seats. Kalanick would later name himself to one of those seats following his resignation, since his prior board seat was reserved for the company's CEO. The other two seats remain unfilled. Benchmark argues that it never would have granted Kalanick those three extra seats had it known about his "gross mismanagement and other misconduct at Uber"

I never understood this practice of investors/founders having such wide discretion when it comes to controlling board seats. It always seemed to me that board representation should be roughly proportional to equity ownership. If a founder/VC controls 30% of the equity, he should be given control over ~30% of the board seats. Such an arrangement seems like the best way to ensure that incentives are aligned, and to prevent drama/shenanigans like whatever led to this suit.

2 comments

Board seats are part of bargaining chip during funding rounds.... they are very very important.

If you lose control of the board as a founder, you basically are another employee at the company, at the mercy of your investors, who can choose to bring "adult" supervision anytime they seem it is fit to them.

Having the founders control of the board did well to both facebook and google on the long term. On the other hand you have Twitter where nobody is in real control of it, and it ended up with no clear direction.

This gets especially interesting when you start to expand into Europan countries, and suddenly large amounts of the board seats are elected by the employees (usually a similar amount is chosen by investors and by employees).

This is something that seems to be missing in the US.

> and suddenly large amounts of the board seats are elected by the employees

Any stats or info on this? Would be interested to find out more.

not eu as a whole, but in Germany, "The law allows workers to elect representatives (usually trade union representatives) for almost half of the supervisory board of directors"

https://en.wikipedia.org/wiki/Codetermination_in_Germany

So you're saying Uber would have been in worse shape if the founders had been replaced by adults?
Not that I'm totally agreeing with him. But we saw how the "adults in the room" approach worked in the first dotcom bubble.
Control requires time, knowledge, judgement and implies liability.

You may just be good at getting funds and collecting dividends / next round money and that's totally cool. You may not have any plan for the future, and you may not want to go in jail when something goes bad.