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?
Discuss Chapter 34 case question 2 on page 899 (restated here for your convenience): Both Viacom and Paramount owned a diverse group of entertainment businesses. QVC was a televised shopping channel. The Paramount board of directors accepted a merger offer from Viacom at a price of $69 per share. QVC and Viacom then entered a bidding war for Paramount. QVC ultimately made the highest offer, at $90 per share. The Paramount board rejected QVC's bid on the grounds that a Viacom merger would be more in keeping with Paramount's business strategy. Was the board in violation of the business judgment rule? Explain.