Fireship pointed out that the board members gave themselves a generous severance package in the very brief interim, so that was very possibly the whole plan.
kingstnap 1 days ago [-]
Bizzare self dealing.
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.
MiroslavPokorny 17 hours ago [-]
This is why America is dying...
ImPostingOnHN 1 days ago [-]
A breach of fiduciary duty" describes Matt's behavior through all his escapades here. Minority shareholder rights are a thing, it just seems there are no minority shareholders willing enough to deal with Matt's nonsense to fight for it.
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 1 days ago [-]
Minority shareholder rights do not generally include a right to remove officers of the company unilaterally.
FireBeyond 1 days ago [-]
But you can advocate for it.
ImPostingOnHN 22 hours ago [-]
Minority shareholders rights generally include a right to fairness, transparency, and protection against abuse by majority shareholders, all of which were violated here.
NetMageSCW 3 hours ago [-]
What was the abuse?
jacquesm 24 hours ago [-]
If there are enough of them it certainly does.
All you need is a quorum at the next board meeting. In this case that would have never worked but in the general case it could definitely happen.
to11mtm 1 days ago [-]
If anything the breach of fiduciary duty for those severance packages would not be Matt alone, if the board was the one voting for it.
> 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.
cyanydeez 1 days ago [-]
yeah, because as we know, Corporations are all about ... giving
irregularbowels 1 days ago [-]
[dead]
tjwebbnorfolk 1 days ago [-]
fiduciary to whom? everyone who invested in the company knew they were buying in to something where one person controlled it.
rcxdude 12 hours ago [-]
It's a general protection meant to avoid a small majority from colluding to enrich themselves at the expense of the rest of the shareholders. It definitely seems to be getting eroded at this point, though, as multiple huge tech companies have managed to keep under the control of a single individual and investors seem content to just vote in a popularity contest where their money gets traded for tickets that don't represent any meaningful control of the asset they supposedly represent.
FireBeyond 24 hours ago [-]
Says who? If one thing all this legal stuff has surfaced, it’s that has been entirely … opaque … about who is what and owns what. He’s said WP.org is him, personally and nothing to do with the foundation despite it being hosted on foundation servers, made comments about the foundation being independent when it’s just him, a buddy, and another awol buddy. And declined to mention that when Automattic “gifted” WP to the Foundation “so it could be free from corporate interests” that the Foundations first act, that same day, was to grant Automattic a free, irrevocable, exclusive, universal license.
And that WPE didn’t owe the Foundation anything for their alleged issues, but their for profit competitor, his private company.
Matt has used “foundation”, wp.org, wp.com and Automattic interchangeably for years based on whichever definition was most convenient to him that day, so I don’t really see “it’s clear exactly what people were getting into”.
ValentineC 24 hours ago [-]
> He’s said WP.org is him, personally and nothing to do with the foundation despite it being hosted on foundation servers, made comments about the foundation being independent when it’s just him, a buddy, and another awol buddy.
I've followed the drama since the early days, but I don't remember anything about WP.org being hosted on Foundation servers.
If anything, I have no idea what the purposes of the Foundation are/were, except to hold the trademark, and being a front for WordCamps in the early days.
WPE’s filings, quoted Matt saying that, and then pointed out that the WP.org IP address was within the Foundation’s AS.
hiddencost 1 days ago [-]
... You still are supposed to act in the best interests of your share holders.
"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.
hn_throwaway_99 1 days ago [-]
Can you tell me where you see Matt has 84% voting control?
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?
NewJazz 1 days ago [-]
Possibly if the other board members were selected by shareholders (i.e. mostly Matt). He can replace them, but they represent his interests as a shareholder while they are on the board.
runjake 1 days ago [-]
It makes a lot of sense when you see their severance package. I’m going with the hypothesis this was the whole point.
ValentineC 1 days ago [-]
> Fireship pointed out that the board members gave themselves a generous severance package
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.
giancarlostoro 24 hours ago [-]
Still, how is that even legal is astounding, feels very fraudulent, and the last guy I want to defend is the CEO of WP after all the drama he created over it.
arpinum 1 days ago [-]
Alternative theory - the board and new CEO understood their actions had high risk of termination and needed compensation for that risk.
tptacek 1 days ago [-]
Yeah, if Mullenweg really did control a majority of the voting shares, the previous board are the villains in this story no matter what you think of Mullenweg.
Analemma_ 1 days ago [-]
What were they supposed to do? If you’ve been following Mullenweg’s behavior, he’s clearly unstable, and while this is admittedly armchair diagnosis, a lot of his recent writing gives me strong stimulant psychosis vibes. Granted maybe you shouldn’t take a job as a board member at a company where the CEO has 83% of voting shares to begin with, but once you’re there, you still have a fiduciary duty to do what’s best for the company, so IMO they were obligated to at least try and eject him.
onemoresoop 1 days ago [-]
Definitely not award themselves very generous severance packages, that sounds fishy as hell regardless of any other factors.
rbanffy 1 days ago [-]
If the packages are generous enough, it would create an incentive not to fire them, and, that way, be actually in the best interest of the company.
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.
onemoresoop 23 hours ago [-]
I could see that logic somewhat if I squint really hard but still, awarding yourself such packages remains very fishy..
chairmansteve 1 days ago [-]
> What were they supposed to do?
The normal thing to do is to resign from the board. Maybe put out a statement explaining why.
7e 20 hours ago [-]
Then they could be sued by a minority shareholder for knowing they should take action, but then failing to, and resigning instead. Failing to take an action is still breach of fiduciary duty.
NetMageSCW 3 hours ago [-]
Only if you believe it is their fiduciary duty to remove him, and that is a long stretch unlikely to make it though the lawsuits.
tptacek 1 days ago [-]
Resign.
Brian_K_White 1 days ago [-]
That's merely an option, not the only option, or the only valid option, or even necessarily the most valid option.
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 1 days ago [-]
It's a valid stance for a random individual, but not for a board member, who assumes additional obligations that are external to their own personal morals. If your morality and your board duties conflict, your obligation is to resign.
bradleyjg 24 hours ago [-]
I think noisy resignation is the rational move for various reasons.
But I don’t think it’s required. The director under Delaware law is not conceptualized as a proxy for the whims of a majority of the voting rights.
Brian_K_White 20 hours ago [-]
Incorrect. Resignation is merely one of your infinite valid options. Your obligations are mostly not to do various incorrect things, not to do any particular specific thing other than pursue a goal.
ImPostingOnHN 1 days ago [-]
Alternatively, Matt can resign if he doesn't like what his bosses did. Instead he chose to vote out his bosses: also an apparently legal option, albeit one much worse for the company's fiscal situation.
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 1 days ago [-]
All you're really saying here is that you wish Mullenweg had lost this power struggle. I get that. I'm not sticking up for Mullenweg. But the adults in the room all knew that Mullenweg wasn't going to lose, and created chaos anyways. You can't pin that on Mullenweg.
ImPostingOnHN 1 days ago [-]
> All you're really saying here is that you wish Mullenweg had lost this power struggle
If that is "all" you read in the post, I encourage you to take more than a couple seconds to read it, because you completely missed every single point.
Matt is an adult and had a choice. He approved the board. He knew the board had the severance package they had when he made it. Then he realized he regretted his own board choices because they were putting their responsibility to the company above loyalty to him personally.
As a result, he selected the option which was worst for the company, worst for investors, worst for fiscal responsibility, and best for himself and only himself. That is all far less ethical and moral than anything you've alleged.
ragall 1 days ago [-]
> Alternatively, Matt can resign if he doesn't like what his bosses did
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 1 days ago [-]
That's sort of true and sort of not, right? He's not in fact "the boss" of the board, though with his voting ability (and that of his committed proxies) he can replace the board instantly.
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 1 days ago [-]
> That's sort of true and sort of not, right? He's not in fact "the boss" of the board
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.
ImPostingOnHN 21 hours ago [-]
> the board should always consult with the shareholders before taking such action
This is ridiculous. Boards are elected by shareholders to act on behalf of their fiduciary interests, the actions the board took were in that interest, and matt replaced the board, because he placed personal power above financial upside. He's explicitly said this is the case before.
The fact that one of the shareholders ultimately voted against all of the shareholders' fiduciary interest does not mean the board made a wrong or unethical or immoral decision. It means that Matt did (who, notably, approved the board and then changed his mind, no doubt causing further operational chaos at the company).
> 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.
I'm excited for this proposition because it would mean discovery of matt's terrible management decisions for the company as evidence that the board acted in investors' fiduciary interest in removing him, and that he acted against it in removing them. And I have faith that matt is deluded and shortsighted enough to open himself up to that by trying such a suit. I just don't have faith that courts will look down on directors choosing company health and investor interests over matt's crazy.
ragall 19 hours ago [-]
> Boards are elected by shareholders to act on behalf of their fiduciary interests, the actions the board took were in that interest, and matt replaced the board, because he placed personal power above financial upside
Contrary to popular opinion, Delaware courts have given great leeway to majority shareholders in deciding a company's strategy, and placing certain things above short-term "financial upside" is among those.
> I'm excited for this proposition because it would mean discovery of matt's terrible management decisions
It's funny you don't see the contradiction between considering the board as the paladins of small shareholders, just while the board was allowing the new interim CEO to leech company money by giving himself (and the chief legal counsel) a golden parachute.
ImPostingOnHN 6 hours ago [-]
> Contrary to popular opinion, Delaware courts have given great leeway to majority shareholders in deciding a company's strategy
Are you sure this is the case?
Company shareholders less frequently decide a company strategy than elect people to a board, and let those people decide, like matt did here. The directors were approved by matt specifically.
Of course, matt didn't like his own decision, so he changed his mind. That's his right, I guess. It doesn't mean the board did anything wrong (and in this case, seems it didn't).
> placing certain things above short-term "financial upside"
Purely out of curiosity (since it is immaterial to whether courts have ever okayed boards getting severance packages), can you cite precedent for when those "certain things" are purely personal grievances by a paranoid lunatic of which pursuit harms both the short-term and long-term health of the company? I feel like we'd have to get presidential (if you know what I mean), since that is the most similar narcissist businessperson, closest in behavior.
That is why I'm pretty confident no court will affirmatively believe the board committed any malfeasance by trying to replace a crazy person who is taking down the company, rather than indulging him in his paranoid delusions (wish this was an exaggeration).
pdpi 1 days ago [-]
> The board members weren't "his bosses", he's "the boss" and the board serves as his pleasure
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.
ragall 19 hours ago [-]
The role as a majority shareholder wins, and only courts can decide that that's not the case and declare the CEO to be unfti.
lemmetellya 1 days ago [-]
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EA-3167 1 days ago [-]
If they can see that Mullenweg has lost it completely and beyond their ability to influence, and they also know that he’s a tyrant who would happily screw them, this seems like a fairly rational exit.
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 1 days ago [-]
No, if the board doesn't believe it can continue to serve the company and meet its fiduciary duty, its obligation is to resign. CEO is an operational role; the board by design is not. It's a very big deal to "fire" the CEO, and doing so when you don't actually have the voting authority to follow through seems pretty close to malfeasance.
Analemma_ 1 days ago [-]
I mean it sounds like “board which does not actually have the legal ability to fire the CEO” is a fundamentally defective concept and shouldn’t be allowed to exist in the first place. But once it does and you are in that situation, I think you are obligated to make the best attempt you can at your nominal duties. I have no idea where you’re getting “malfeasance” from at this attempt.
tptacek 1 days ago [-]
Wordpress is a private company. This is a normal private-company structure.
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.
FireBeyond 24 hours ago [-]
Automattic, you mean. But it’s easy to get confused. WP.org is him, not the Foundation, but is hosted on Foundation servers. WP Engine owes Automattic money, not the Foundation, or community, but Automattic because the Foundation silently granted Automattic commercial rights to WP, the same day they told the community they were the WordPress stewards to keep it free from commercial influence.
EA-3167 1 days ago [-]
Moral dimensions are an interesting topic, but moral actions come first and foremost from environments that promote group morality. I’d argue that Mullenweg has spent a lot of time and effort undermining that. Besides in the world of big business if the lawyers are consulted and give the high sign the moral dimension is often superficial, performative, or absent.
ragall 1 days ago [-]
The board does have the legal ability to fire the CEO, provided that it passes a very bar, such as being able to prove mental unfitness, etc... which wasn't the case here.
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 1 days ago [-]
That's news to me. One of the few real powers of the board is to fire the CEO. You don't need to put the CEO on a PIP first. If the board thinks the CEO could do better, that is all that it takes.
ragall 1 days ago [-]
The board represents the will of the shareholders. When the CEO is also the majority shareholder with 84% of the voting power, the board better have a damn good reason, otherwise the majority shareholder can simply dissolve the board and appoint a new one, which he did.
EA-3167 1 days ago [-]
They represent the shareholders (all of them), but are also expected to act as a reasonable person would for the good of the company. They’re expected to use good judgement, uphold the law and a bunch of other issues. “The majority shareholder says jump off a cliff and we must obey” is nonsense.
tptacek 1 days ago [-]
They're specifically not supposed to represent the interests of a minority of the shareholders!
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.
jeltz 1 days ago [-]
Legally the board has the duty to represent all shareholders, minority and majority, and of they cannot they have to resign.
EA-3167 1 days ago [-]
I didn’t say that they’re beholden to the minority, they have a duty to ALL shareholders which is generally most clearly expressed through acting in the wellbeing of the company itself.
ragall 19 hours ago [-]
It's not clear what the wellbeing of the company actually is, especially if there's a disagreement between shareholders as to how long of a horizon the management has to think about. Delaware courts are well known to give great leeway to majority shareholders, with some narrow exceptions.
FireBeyond 23 hours ago [-]
Minority shareholders with far less ownership can and have successfully sued corporations for a failure to represent their interests too.
ragall 19 hours ago [-]
Sure, but it's not the within board's authority to preempt a court's decision and fire the CEO. The board should have resigned, and let the minority shareholders sue so that that court may decide.
ragall 1 days ago [-]
> but are also expected to act as a reasonable person would for the good of the company
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.
WJW 1 days ago [-]
How does this even work? Surely if you are going to move them out, you'd revoke the severance package first?
Loughla 1 days ago [-]
That's. That's just not how contracts for severance packages work.
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.
How did the board plan pull this off if Mullenweg has 84% of the voting shares? For that matter, what is even the purpose of a board in a multi-class share structure with the founder holding above 50% voting shares.
ValentineC 1 days ago [-]
> For that matter, what is even the purpose of a board in a multi-class share structure with the founder holding above 50% voting shares.
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.
bradleyjg 1 days ago [-]
> what is even the purpose of a board in a
Delaware law requires a board.
Whether limited liability should actually be allowed at all in such a situation is a better question.
robocat 1 days ago [-]
Just looking at shares is over simplistic.
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 1 days ago [-]
Back to reality. Read TFA again.
FreakLegion 22 hours ago [-]
robocat was answering a general question about the relationship between ownership and control. And they're right that representing 84% of the voting shares doesn't mean anything. It's standard for major investors to have their board seats guaranteed, plus veto rights over things like creating new stock and selling the company. (It's not standard to have "the ability to sack the founder and take control", though.)
Founders are almost always outnumbered on the board by Series B, but like I speculated in https://news.ycombinator.com/item?id=49638676, Automattic is unusual here, and Mullenweg may control it. There's still a decent chance that True Ventures left in protest rather than being booted, though, and has the right to a seat[1]. It's just, what's the point if Mullenweg has them beat 4-1?
1. Edit: The article confirms that Toni Schneider resigned, but not whether True Ventures (his firm) has the right to a seat.
robocat 21 hours ago [-]
Thank you for correcting me. I'm in an armchair but I did find this good article on the topic:
The board can sack the CEO, usually with a simple majority vote. That's just how boards work.
What's not normal is any kind of special investor right to sack the CEO unilaterally.
moralestapia 17 hours ago [-]
You're all arguing as if TFA was about the board overpowering the CEO, whereas if you read (even) the title, the reality is that they couldn't do anything, zilch.
FreakLegion 17 hours ago [-]
We're talking about the question that spawned this thread:
> what is even the purpose of a board in a multi-class share structure with the founder holding above 50% voting shares.
This is a question about governance in general. The details of what happened at Automattic are irrelevant.
jacquesm 24 hours ago [-]
Fig leaf and a way to offload some responsibility. I would never ever join a board like that, you're in the hot seat when it goes wrong and yet you have no agency.
ncr100 24 hours ago [-]
Speculation: performative, seeking to illustrate Mullenweg's gross unsuitability for the organization.
CPLX 23 hours ago [-]
How does the word "performative" apply to an exercise of the board's one major function? Wouldn't that be the definition of substantive?
The fact that they were subsequently fired doesn't make it into a performance. It's still a board resolution.
nobodyandproud 23 hours ago [-]
With 84% of voting shares by the CEO, the board was setup to fail.
CPLX 23 hours ago [-]
I mean, they didn't fail. They were tasked with deciding if the guy was capable of doing the job. They decided that he wasn't and fired him.
Subsequent to that, they were removed from their positions. Failure is a subjective assertion that implies that they had some idea that they were going to do something different than what they actually did, but that doesn't seem supported by any of the actual facts.
Seems to me they successfully communicated that their judgment and decision was that he should be fired, and are no longer responsible for the outcome, as they've been removed from their fiduciary duty of making judgments like that.
nobodyandproud 22 hours ago [-]
Except, that’s far short of the full responsibilities of the board.
CPLX 22 hours ago [-]
What exactly should they have done differently?
ragall 19 hours ago [-]
Resign and let minority shareholders sue, in order to have the courts decide that Matt is unfit as CEO. It wasn't the board's authority to decide the CEO was illegally abusing his powers, only courts can decide that.
CPLX 10 hours ago [-]
What are you talking about that literally is exactly what the board’s power is. Explicitly.
ragall 8 hours ago [-]
It is not. Boards don't have the power to decide on issues of legality, which is the purview of courts.
CPLX 4 hours ago [-]
I'm not even sure what you're talking about. I think you're lost.
Boards have the power to decide any and everything in a corporate structure. They are, in fact, the only way that a decision of the corporation is made and made official.
I'm not sure what legality has to do with any of this. A corporation is a legal structure, and a board is its decision-making body. If you're talking about criminal charges or disputes between parties about who's got the power or authority to do something, then those are decided by courts, but in a civil context courts don't originate decisions. Courts ratify decisions or choose between dissenting views on what the decision is.
Don't confuse the board members with other members of their C-suite.
almostroot 22 hours ago [-]
You're right, it doesn't seem like the board was involved in the golden parachute. Hard to imagine they tried this out of the goods of their hearts but I cannot find anything concrete to say otherwise
bastard_op 1 days ago [-]
I'm surprised anyone still uses wordpress after this whole sh!tshow, but outside HN folks probably don't even know. Just reading about it about it puts me off from the product and company.
bsoqk 1 days ago [-]
If I had to stop using all the software whose politics I find problematic I would have to earn a living breaking rocks.
rcxdude 12 hours ago [-]
I would expect that a lot of the decisions to avoid it at this point are more focused on how much they can count on the organisations behind the software to maintain it reliably and without becoming hostile than a moral judgement on their actions, though for many it might be both weighing in.
(OTOH, wordpress has quite a lot of lock-in power, and the risk to a smaller user would seem to be smaller, so I could see why a lot of users decide to stick with it for now).
soraminazuki 5 hours ago [-]
Mullenweg's troubling politics or the lawsuits against him are far from the main reason people should stop using WordPress. It's only been 2 years since he abused his control over the WordPress plugin infrastructure to wreak havoc among users of hosting providers that he had petty arguments with.
It's ironic that this kind of blatant user harm gets brushed off as "political," when many on this forum defending him do so for politics.
dgellow 1 days ago [-]
Deciding to not use Wordpress isn’t that hard though
stephbook 1 days ago [-]
I have an amateur website up and running where club members can book an accomodation.
Most other software wants more than the $100 one time payment that some random WordPress plugin demanded (VikBooking.)
iAMkenough 1 days ago [-]
Since security isn’t a concern, why not use $100 in AI tokens to build your own solution? Could then market it as a replacement to VikBooking and sell it yourself to other amateur clubs.
to11mtm 1 days ago [-]
Because the problem is more complicated than that.
I'll give the example case from my real life.
My wife and one of my best friends want to start a blog. My wife has some wordpress experience from her last job.
There isn't a big expectation for revenue, this is a hobby project.
At least when I did my 'shopping', a managed wordpress instance as far as cost, was somewhere between 'as cheap as just doing self-maintained custom solution hosted' and 'a little bit more but the extra 3-10$ 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.
judahmeek 23 hours ago [-]
Actually, for a blog, I'd look at Substack, Beehiiv, & Ghost.
stickfigure 1 days ago [-]
...and when your site is hacked, will it have been worth it?
"Some random WordPress plugin" is usually the main entry point. The core has a bad track record, but plugins are worse by far.
antisthenes 1 days ago [-]
[flagged]
askonomm 1 days ago [-]
So what if this person gets mugged? They've probably been mugged multiple times before already! Thus, any future mugging is also totally fine!
krapp 1 days ago [-]
A lot of people use Wordpress for multi-user or business sites and there isn't a replacement that will meet their needs that also doesn't require a higher degree of technical knowledge than they have. Any alternative more complex than Wordpress's install or that doesn't have feature parity with Wordpress' plugins is going to be a no-go for most of them.
ls-a 1 days ago [-]
Your ass can talk that's crazy
sneak 1 days ago [-]
I don’t think that’s been true for 10 years or more.
cyanydeez 1 days ago [-]
yeah, most open source projects arn't run by far white supremacists.
vntok 1 days ago [-]
A great typo.
binlog 1 days ago [-]
Any “tech” person would already have left Wordpress a decade ago, even before all the drama. It’s a slow, bloated, bug ridden, insecure mess.
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 1 days ago [-]
I wonder where you think where all these people would left to? I can think of project or two but it's very short list.
NewJazz 1 days ago [-]
Most folks probabpy use the "render wordpress site to static site" model to avoid the security issues.
omnimus 9 hours ago [-]
Yeah that archives your current site. But how does it replace Wordpress? You need CMS when you need to update your site.
Freak_NL 1 days ago [-]
WooCommerce.
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 1 days ago [-]
WC is quite feature rich and has many payment gateways. It's also owned by Automattic and locks things like the richest subscription features behind paid plugins.
At least it's better than ZenCart.
rramon 1 days ago [-]
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legitster 1 days ago [-]
I still have one project running on Wordpress.
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.
slopinthebag 1 days ago [-]
its also hard to move off of
collingreen 1 days ago [-]
What makes it hard, these days?
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 1 days ago [-]
its getting buy-in, especially from people entrenched in their workflows, convincing management and sometimes legal depending on what plugins are being used.
sixothree 1 days ago [-]
It certainly is. But I won't be recommending it for new projects. Imagine how bad that would make you look.
monkey_monkey 1 days ago [-]
For a lot of projects it wouldn't make you look bad at all.
chaosharmonic 1 days ago [-]
Yeah, I'm left-swiping anything that involves working on it, outside of maybe being interested in helping people migrate to anything else. I don't know enough PHP to maintain one anyway, don't like what little of the language I do have exposure to, and want nothing to do with this toxic ecosystem.
ceautery 19 hours ago [-]
Automattic was the most bizarre collection of chucklefucks I've ever had the displeasure of interacting with. They contracted with me to write a Wordpress plugin that would import Flickr libraries, which would have bankrupted anyone with a significantly large image set based on wordpress.com's pricing back in the Obama years.
I never spoke to a single human being when I worked for them, and all of my technical questions in their Skype dev channel went unanswered. It feels insane to me that this is still a functioning company.
flerchin 1 days ago [-]
It says he has 84% of the voting shares. Is there any possible way that the board could have been successful? Regardless of Mullenberg, (and I know he's controversial) a coup that is pre-ordained to fail seems like value destroying negligence.
toast0 1 days ago [-]
Deleware law [1] says
> 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.
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 1 days ago [-]
Regardless of intent, if true (haven't verified myself) it seems like a hell of a perverse incentive.
throw0101a 1 days ago [-]
IMHO so it tying CEO pay to stock price. Unless the options/cash-out is delayed for 5+ years after they leave the position, they can 'juke the stats' in the short-term while leaving the company in a bad place long-term (obligatory Boeing-being-run-by-MBAs reference).
awb 1 days ago [-]
If it was a poison pill then why make the severance $8M instead of the majority (or all) of the value of the company?
collingreen 1 days ago [-]
Getting out of a toxic job while failing up. Business can be strange sometimes.
flerchin 6 hours ago [-]
Yeah if they know they can't succeed, then imo they have a fiduciary duty to not try. Which only leaves resigning.
doikor 1 days ago [-]
Yeah the minority share holders can’t sue them for not trying to do their job even if it lead to them getting fired. (They could have quit too)
If they truly believe the CEO was destroying the company/its value.
pinkmuffinere 1 days ago [-]
1. Wow his profile picture is so extremely fluorescent
2. I guess I should move my blog off Wordpress
eknkc 1 days ago [-]
How the hell does this look like it is burning a hole in my screen?
It's an HDR image, I think.[0] At the moment, only some browsers show it as brighter—Firefox on macOS, for example, doesn't support HDR images and I had to open the page in Safari to see it for myself.
It's an 8-bit PNG of a magenta patch (with a dash of white), but the ICC profile is set to Rec.2020 PQ. So I think the high 255 values of 8-bit magenta/white will get mapped to very top of the PQ curve, which is like 10,000 nits (or whatever brightness your display can muster)
rbanffy 1 days ago [-]
Again, the one thing I love the most about Python is the lack of drama. I don’t want to be forced to practice Drama-driven Development.
giancarlostoro 24 hours ago [-]
Uh Python 2 vs 3 was definitely something.
rbanffy 13 hours ago [-]
It was a long migration process, but I don’t remember anyone being unprofessional in the core teams, and certainly not like this.
gadders 1 days ago [-]
If you come at the king, you better not miss (c) Omar Little
mkl 23 hours ago [-]
*best, not better
The_Blade 22 hours ago [-]
oh indeed
tecleandor 1 days ago [-]
Looks like the Altman Maneuver...
hypfer 1 days ago [-]
These will be words I will probably have to eat in the future (or when I research that guy's other opinions), but just based on the BS that was thrown at the guy in HN comments, this guy deserves respect for the power move of not giving a shit about these kinds of politics.
Truly an impressive play.
askonomm 1 days ago [-]
HN truly is a wild place in that I don't know other forums where psychopaths are celebrated.
echelon 1 days ago [-]
He's indignant that WP Engine is eating his market share and not giving anything back in terms of OSS contributions.
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 1 days ago [-]
I highly doubt that version is true, though he likes to repeat it. If he doesn't like WP Engine eating his market share while giving little back (they did give back, just apparently not enough, whatever that even means in a volunteer ran open source project) then he would've not responded by pulling his own contributions off of WP.org as well, stealing their plugins, banning their developers, and so forth. Like, what even is that? You don't want to play in my sandbox according the rules that I set so I won't play in my own sandbox either? Not to mention that if there's anyone doing monopolization in the WP world, it's Matt himself, by buying up basically every WP company there is.
His so-called "democratize publishing" persona is just a complete facade.
FireBeyond 23 hours ago [-]
Nope. WPE gave hundreds of thousands of dollars a year to the Foundation and community. Hell they put $70K to the PDX event where he got on stage and shit talked them, after banning them from attending and sponsoring the event (no refund though). They give to the OSS community in plenty of resources.
Guess who owns an irrevocable, free, exclusive and universal commercial license for WP? Automattic. They got it the same day the project was gifted to the Foundation. Matt’s claims pushed for WPE to give damages to Automattic, not the community or foundation.
WP is OSS because it is as built on other projects and had to be.
Plenty of strong indications, including the lawsuits from former staff working for him and his mom.
NewJazz 22 hours ago [-]
It is unclear if the staff are working for him and his mom, or if his mom also has a lawsuit.
SpicyLemonZest 1 days ago [-]
Yes. There's pretty extensive evidence that Mullenweg engaged in an extortion campaign against WP Engine, threatening to use his position at the WordPress Foundation to sabotage their business unless they agreed to pay Automattic a bunch of money.
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.
hypfer 14 hours ago [-]
Genuine question:
Would that be wrong? What makes him not "the WordPress guy"?
Legal stuff aside I mean. Are there other people that put in significant amounts of work that he is not giving credit to/downplaying their contributions or similar?
SpicyLemonZest 7 hours ago [-]
He deserves a lot of credit for shepherding WordPress to where it's at. But like most open source projects, WordPress has become so successful in large part because of his formal and informal commitments to the open source community about how it will be managed. Guido van Rossum spent much of his tenure as the Python BDFL as an employee of Google, but it would have been disastrous for Python if he had gotten on stage at PyCon and declared that anyone who cares about Python had better stop using Bing.
hypfer 2 hours ago [-]
That doesn't really answer my question.
Sooo.. no?
This, genuinely, is incredible to me. Does really no one on this godforsaken platform have a single name they can drop?
Always this meta diversion.
If Matt is truly the bad guy here, then the good guys absolutely suck at making a convincing argument. Which would not be impossible, but dumb nonetheless.
Henchman21 24 hours ago [-]
This site is rife with psychopaths and sociopaths, neither of whom have any moral compass whatsoever. This is the legacy of Silicon Valley: working so closely with tech the people become machines themselves, incapable of interacting with their fellow humans. When one has the temerity to say this outloud, well, the predictable consequences follow. :)
cindyllm 1 days ago [-]
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irregularbowels 1 days ago [-]
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hypfer 1 days ago [-]
Have you heard of this thing called 4chan?
Insanity 1 days ago [-]
That’s just a shitshow on purpose though. Not a place with actual discussions.
lemmetellya 1 days ago [-]
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bloudermilk 1 days ago [-]
How does a CEO pull off resisting an ouster and firing the board?
doikor 1 days ago [-]
By personally owning 84% of the voting shares. This coup was doomed to fail from the start.
dylan604 1 days ago [-]
Being on the board is a Sisyphean effort based on the weighted voting setup. Some seem to be slower to realize this. At that point, they could quit and walk away with nothing, or as others have suggested, this could have been done deliberately to at least get a payday on the way out.
jordanb 1 days ago [-]
Apparently corporate structure gave him power over the board. Historically this kind of structure was considered undesirable and illegal in a public company, but beginning in the 2000s there was this idea that "visionary founders" should be able to demand absolute control, ex: Zuckerberg
ValentineC 1 days ago [-]
Automattic also isn't a public company.
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 1 days ago [-]
The same way Mark Zuckerburg does - he maintains majority control.
dj_rock 1 days ago [-]
Come at the king you best not miss...
4d4m 1 days ago [-]
-
slater 1 days ago [-]
Please don't post insinuations about astroturfing, shilling, brigading, foreign agents, and the like. It degrades discussion and is usually mistaken. If you're worried about abuse, email hn@ycombinator.com and we'll look at the data.
Where is the Wordpress.org board to force him out? It seems he’s harming the project and the foundation much more than his company.
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.
FireBeyond 21 hours ago [-]
You should have a look at who is or was on the Foundation Board. Matt, a buddy and some other AWOL friend.
And he has said “I am WP.org, it has nothing to do with the Foundation” which is weird because the Foundation hosts it.
All of these entities have been very … fluid … when it comes to how Matt chooses to utilize them.
smoovb 1 days ago [-]
Wordpress does not seem long for this world. How much of the Wordpress ecosystem is pure wasted resources, trying to be accommodating for all possibilities? As people see how easy Claude or Codex makes it to get off flat price Wordpress hosting and on to usage based platforms like Vercel, Wordpress usage will fade out. Feels like bloatware has no place in they coming world of AI customized software builds.
sosborn 1 days ago [-]
Most of the organizations/departments running wordpress aren't interested in customized software builds and all of the infrastructure that requires. They want something they can pay a simple monthly fee for, and host it with a company that deals with security, backup, etc.
dghlsakjg 1 days ago [-]
So many people in this thread completely misunderstand what WP is being used for and by who. Most users simply have no idea that Automattic exists and probably wouldn’t care if they knew what’s going on.
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.
bloggie 1 days ago [-]
Indeed I use Wordpress and have never heard of automattic outside of HN. I just wanted a simple self hosted blog platform with WYSIWYG editor. There are not many that are free; there are plenty that are not WYSIWYG, then there is the stuff on HN like Hugo that is reserved for experienced Linux devs and no one else.
pitchlatte 1 days ago [-]
exactly. i really feel the bloat of wordpress but it’s so much easier than setting up a CMS infrastructure.
weard_beard 1 days ago [-]
Add to that predictable flat pricing. If most Wordpress sites became famous overnight I guarantee 90% of users would rather the site go down than figure out what to do with 15 minutes of fame and a 50k hosting bill
fragmede 1 days ago [-]
OTOH I'd gladly pay $50k in hosting if I'd just made $250k in sales overnight.
weard_beard 1 days ago [-]
If they had 5x margins and a scalable business plan they wouldnt be on wordpress
fragmede 19 hours ago [-]
You don't get to choose when you go viral.
dghlsakjg 3 hours ago [-]
Going viral is not necessarily a profitable event for most businesses. Especially overnight virality.
I maintain a few WP sites for small businesses. Precisely none of them would benefit from the kind of traffic spike that would incur a $50k cloud scaling bill.
If you’re running an online store, maybe, but by now almost all of those businesses are on Shopify where that isn’t an issue. 99% of all the businesses with WP installs I’ve touched would only be harmed by autoscaling instead of just choking on the traffic. Think local service businesses and restaurants.
I came back not just because of the proxy, but because hundreds of top Automatticians messaged me about resigning or joining my next thing. I want what's best for all Automattic shareholders, which includes >80% of our employees. (We have a great internal stock system.)
More than ever, the web needs an independent player making major investments in Open Source and technology that promotes freedom, liberty, and privacy.
The week of all the drama, Automattic served 25 petabytes of traffic, had zero seconds of downtime, improved CSAT across all products, helped ~450k new websites be created, 20M new posts, 16M messages through Beeper, 1.1M journal entries in Day One, thousands of Open Source commits, blocked a ridiculous amount of spam and hacking, and did it with people working together across 83 countries! I could go on.
intunderflow 22 hours ago [-]
Hi Matt, why did the Board vote for you to go on paid leave? It must have been a serious set of accusations?
reticulates 22 hours ago [-]
How does Spacefast differ from here.now and others in the same category? The product looks great but I’m not understanding why this is the future of WordPress and AI (per your tweet). Do you plan to write more about the vision?
Rendered at 22:04:20 GMT+0000 (Coordinated Universal Time) with Vercel.
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.
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.
All you need is a quorum at the next board meeting. In this case that would have never worked but in the general case it could definitely happen.
> 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.
And that WPE didn’t owe the Foundation anything for their alleged issues, but their for profit competitor, his private company.
Matt has used “foundation”, wp.org, wp.com and Automattic interchangeably for years based on whichever definition was most convenient to him that day, so I don’t really see “it’s clear exactly what people were getting into”.
I've followed the drama since the early days, but I don't remember anything about WP.org being hosted on Foundation servers.
If anything, I have no idea what the purposes of the Foundation are/were, except to hold the trademark, and being a front for WordCamps in the early days.
https://www.reddit.com/r/Wordpress/comments/1g40522/501c3_as...
"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.
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?
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.
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.
The normal thing to do is to resign from the board. Maybe put out a statement explaining why.
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.
But I don’t think it’s required. The director under Delaware law is not conceptualized as a proxy for the whims of a majority of the voting rights.
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.
If that is "all" you read in the post, I encourage you to take more than a couple seconds to read it, because you completely missed every single point.
Matt is an adult and had a choice. He approved the board. He knew the board had the severance package they had when he made it. Then he realized he regretted his own board choices because they were putting their responsibility to the company above loyalty to him personally.
As a result, he selected the option which was worst for the company, worst for investors, worst for fiscal responsibility, and best for himself and only himself. That is all far less ethical and moral than anything you've alleged.
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.
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.
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.
This is ridiculous. Boards are elected by shareholders to act on behalf of their fiduciary interests, the actions the board took were in that interest, and matt replaced the board, because he placed personal power above financial upside. He's explicitly said this is the case before.
The fact that one of the shareholders ultimately voted against all of the shareholders' fiduciary interest does not mean the board made a wrong or unethical or immoral decision. It means that Matt did (who, notably, approved the board and then changed his mind, no doubt causing further operational chaos at the company).
> 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.
I'm excited for this proposition because it would mean discovery of matt's terrible management decisions for the company as evidence that the board acted in investors' fiduciary interest in removing him, and that he acted against it in removing them. And I have faith that matt is deluded and shortsighted enough to open himself up to that by trying such a suit. I just don't have faith that courts will look down on directors choosing company health and investor interests over matt's crazy.
Contrary to popular opinion, Delaware courts have given great leeway to majority shareholders in deciding a company's strategy, and placing certain things above short-term "financial upside" is among those.
> I'm excited for this proposition because it would mean discovery of matt's terrible management decisions
It's funny you don't see the contradiction between considering the board as the paladins of small shareholders, just while the board was allowing the new interim CEO to leech company money by giving himself (and the chief legal counsel) a golden parachute.
Are you sure this is the case?
Company shareholders less frequently decide a company strategy than elect people to a board, and let those people decide, like matt did here. The directors were approved by matt specifically.
Of course, matt didn't like his own decision, so he changed his mind. That's his right, I guess. It doesn't mean the board did anything wrong (and in this case, seems it didn't).
> placing certain things above short-term "financial upside"
Purely out of curiosity (since it is immaterial to whether courts have ever okayed boards getting severance packages), can you cite precedent for when those "certain things" are purely personal grievances by a paranoid lunatic of which pursuit harms both the short-term and long-term health of the company? I feel like we'd have to get presidential (if you know what I mean), since that is the most similar narcissist businessperson, closest in behavior.
That is why I'm pretty confident no court will affirmatively believe the board committed any malfeasance by trying to replace a crazy person who is taking down the company, rather than indulging him in his paranoid delusions (wish this was an exaggeration).
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.
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
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.
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.
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.
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.
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.
https://news.ycombinator.com/item?id=49692654
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.
Delaware law requires a board.
Whether limited liability should actually be allowed at all in such a situation is a better question.
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.
Founders are almost always outnumbered on the board by Series B, but like I speculated in https://news.ycombinator.com/item?id=49638676, Automattic is unusual here, and Mullenweg may control it. There's still a decent chance that True Ventures left in protest rather than being booted, though, and has the right to a seat[1]. It's just, what's the point if Mullenweg has them beat 4-1?
1. Edit: The article confirms that Toni Schneider resigned, but not whether True Ventures (his firm) has the right to a seat.
https://ilyastrebulaev.substack.com/p/who-controls-your-star...
What's not normal is any kind of special investor right to sack the CEO unilaterally.
> what is even the purpose of a board in a multi-class share structure with the founder holding above 50% voting shares.
This is a question about governance in general. The details of what happened at Automattic are irrelevant.
The fact that they were subsequently fired doesn't make it into a performance. It's still a board resolution.
Subsequent to that, they were removed from their positions. Failure is a subjective assertion that implies that they had some idea that they were going to do something different than what they actually did, but that doesn't seem supported by any of the actual facts.
Seems to me they successfully communicated that their judgment and decision was that he should be fired, and are no longer responsible for the outcome, as they've been removed from their fiduciary duty of making judgments like that.
Boards have the power to decide any and everything in a corporate structure. They are, in fact, the only way that a decision of the corporation is made and made official.
I'm not sure what legality has to do with any of this. A corporation is a legal structure, and a board is its decision-making body. If you're talking about criminal charges or disputes between parties about who's got the power or authority to do something, then those are decided by courts, but in a civil context courts don't originate decisions. Courts ratify decisions or choose between dissenting views on what the decision is.
(OTOH, wordpress has quite a lot of lock-in power, and the risk to a smaller user would seem to be smaller, so I could see why a lot of users decide to stick with it for now).
https://web.archive.org/web/20241026031947/http://bullenweg....
It's ironic that this kind of blatant user harm gets brushed off as "political," when many on this forum defending him do so for politics.
Most other software wants more than the $100 one time payment that some random WordPress plugin demanded (VikBooking.)
I'll give the example case from my real life.
My wife and one of my best friends want to start a blog. My wife has some wordpress experience from her last job.
There isn't a big expectation for revenue, this is a hobby project.
At least when I did my 'shopping', a managed wordpress instance as far as cost, was somewhere between 'as cheap as just doing self-maintained custom solution hosted' and 'a little bit more but the extra 3-10$ 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.
"Some random WordPress plugin" is usually the main entry point. The core has a bad track record, but plugins are worse by far.
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.
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.)
At least it's better than ZenCart.
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.
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?
I never spoke to a single human being when I worked for them, and all of my technical questions in their Skype dev channel went unanswered. It feels insane to me that this is still a functioning company.
> 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...
That's less fiduciary duty and more hacking a payday.
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.
If they truly believe the CEO was destroying the company/its value.
2. I guess I should move my blog off Wordpress
https://pbs.twimg.com/profile_images/1998201848008679424/OGH...
[0] see, for example, this submission from the front page a month ago: https://news.ycombinator.com/item?id=49402521.
Truly an impressive play.
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.
His so-called "democratize publishing" persona is just a complete facade.
Guess who owns an irrevocable, free, exclusive and universal commercial license for WP? Automattic. They got it the same day the project was gifted to the Foundation. Matt’s claims pushed for WPE to give damages to Automattic, not the community or foundation.
WP is OSS because it is as built on other projects and had to be.
Matt is not the victim here.
- https://web.archive.org/web/20241026031947/http://bullenweg....
- https://web.archive.org/web/20241026031947/http://bullenweg....
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.
Would that be wrong? What makes him not "the WordPress guy"?
Legal stuff aside I mean. Are there other people that put in significant amounts of work that he is not giving credit to/downplaying their contributions or similar?
Sooo.. no?
This, genuinely, is incredible to me. Does really no one on this godforsaken platform have a single name they can drop?
Always this meta diversion.
If Matt is truly the bad guy here, then the good guys absolutely suck at making a convincing argument. Which would not be impossible, but dumb nonetheless.
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
https://news.ycombinator.com/newsguidelines.html
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.
And he has said “I am WP.org, it has nothing to do with the Foundation” which is weird because the Foundation hosts it.
All of these entities have been very … fluid … when it comes to how Matt chooses to utilize them.
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.
I maintain a few WP sites for small businesses. Precisely none of them would benefit from the kind of traffic spike that would incur a $50k cloud scaling bill.
If you’re running an online store, maybe, but by now almost all of those businesses are on Shopify where that isn’t an issue. 99% of all the businesses with WP installs I’ve touched would only be harmed by autoscaling instead of just choking on the traffic. Think local service businesses and restaurants.
I came back not just because of the proxy, but because hundreds of top Automatticians messaged me about resigning or joining my next thing. I want what's best for all Automattic shareholders, which includes >80% of our employees. (We have a great internal stock system.)
More than ever, the web needs an independent player making major investments in Open Source and technology that promotes freedom, liberty, and privacy.
The week of all the drama, Automattic served 25 petabytes of traffic, had zero seconds of downtime, improved CSAT across all products, helped ~450k new websites be created, 20M new posts, 16M messages through Beeper, 1.1M journal entries in Day One, thousands of Open Source commits, blocked a ridiculous amount of spam and hacking, and did it with people working together across 83 countries! I could go on.