Marc Andreessen’s text messages to Facebook CEO Mark Zucerkberg are replete with smiley face emoticons and odd turns of phrase.
But that’s not what some people find objectionable about the texts, which have come to light in a lawsuit over Facebook’s plan to reclassify its stock structure and to create a new class of non-voting shares.
Facebook shareholders suing the company allege that Andreessen, an independent board member representing the company’s stockholders, surreptitiously coached Zuckerberg through a multi-week negotiation process to win board approval for the stock change — something the stockholders argue is a major conflict of interest.
The text messages obtained in the lawsuit show that Andreessen and Zuckerberg kept a constant, behind the scenes dialogue going.
“Our feedback is entirely intended to protect you and the company,” Andreessen reassured Zuckerberg in one message.
In March, the day before Zuckerberg was to negotiate with the board’s special 3-person committee (of which Andreessen was himself a member), Andreessen asked Zuckerberg if he’d like “to talk tonight or tomorrow before 330.”
Here’s a closer look at the trove of messages, recently unsealed by the court and seen by Business Insider, which depict a chummy relationship between the two men and provide a revealing window into the goings-ons among Silicon Valley’s elite players.
“Do you have any context?”
During a day of negotiations between Zuckerberg and the board committee in March, Andreessen texted Zuckerberg live feedback on how to better sway the committee’s thinking.
“This line of argument is not helping :),” Andreessen wrote Zuckerberg at one point. “They are both genuinely trying to get to the right answer,” Andreessen added, referring to his two fellow committee members. “THIS is the key topic.”
“NOW WE’RE COOKING WITH GAS,” Andreessen then texted Zuckerberg in all caps. “I’ll push them on having a longer period at least for Sheryl and Chris. Don’t know if that’s helpful but.”
The negotiations centered around Zuckerberg’s plan to sell off his highly valued Class-B shares so that he could fund his charity work while still maintaining his majority voting power at Facebook. If the special committee found that the proposal undermined Facebook shareholders, Zuckerberg would have to find a different way to fund his philanthropy. Bloomberg first reported on the case and the text messages.
Before Zuckerberg talked to the special committee’s chair, Susan Desmond-Hellmann, a week later, he texted Andreessen, “Do you have any context before I talk to Sue tomorrow?”
Andreessen replied that the “biggest issue” for the committee was a clause Zuckerberg had included that would allow him to serve in public office for two years without losing his control of the company. Or as Andreessen put it, “how to define the gov’t service thing without freaking out shareholders that you are losing commitment.”
“It’s an unforced error”
As the negotiations progressed, Andreessen texted Zuckerberg that he was “Making real progress now. All issues being worked. Sue and I feeling pretty good.”
On March 24, Andreessen wrote Zuckerberg, “We’re setting up a group call with you to go through all those details[.] I think the biggest remaining issue is still around the government service — after you sell down below 30% of your starting stake. But Sue and I have an idea for you on that. . . . Erskine is just massively uncomfortable with you getting to low economic ownership and then going off on leave with no involvement by the board and retaining control. We rediscuss it on every call. . . . I’m going to try to drag it over the line one more time. :)”
“One quick thought is to push on why they proposed 2 years before and now don’t support it,” Zuckerberg replied later. Andreessen then said, “Let me work on that :)”
“It’s in the zone of ‘Erskine thinks it’s an unforced error but may grudgingly support it at the end,'” Andreessen continued, referring to another special committee member. “He’s worried it’s the straw that breaks the camel’s back on the optics of good governance. He’s worried it’s the thing people will point to on announcement and say ‘what the fuck are you guys doing agreeing to this’ Particularly since he thinks gov’t service would require you to give up control of FB anyway and it’s a moot point. My counter argument is that because it’s likely a moot point let’s just give on it and it probably will never matter.”
When the special committee approved the stock reclassification in mid-April, Andreessen texted Zuckerberg that, “The cat’s in the bag and the bag’s in the river.”
Zuckerberg asked, “Does that mean the cat’s dead?”
Andreessen then wrote, “Mission accomplished. :)”
Zuckerberg’s power play
The shareholders suing Facebook in Delaware court collectively own over two million shares of the company and “seek to represent the interests of the 2.3 billion shares of Class A stock held by the public.”
When reached for comment, a Facebook spokesperson said the company is “confident that the special committee engaged in a thorough and fair process to negotiate a proposal in the best interests of Facebook and its shareholders.” Marc Andreessen declined to comment through a spokesperson.
If they win against Facebook, Zuckerberg will have to find a different way to fund his commitment to give 99% of his wealth away before he dies. Facebook could also choose to settle the case outside of court.
In the meantime, Zuckerberg’s desired stock reclassification is pending the outcome of the lawsuit.
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