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/// Market Impact in an Evolving World By Donna Kline — www.DLKIndustries.com { 2012 04 14 } /// Instagram-scam? Facebook and its pre-IPO $1 billion Instagram acquisition is similar in size to the Ponzi schemes of Bernie Madoff. A quick review of the Instagram deal raises serious questions about the “independence” of the Facebook Board of Directors and their level of commitment to the Business Judgement Rule’s “disinterestedness” requirement for an ethically run board. It also raises concerns about their integrity and fair dealing; including parties with whom they have been judged to have infringed (Leader Technologies). Facebook S-1, p. 99, paragraph 3 (“each of these directors /// Donna Kline is a is ‘independent’”). reporter for Pittsburgh Business Report and a former reporter for Bloomberg New York. Fig. 1 – Patent infringement, inequitable conduct, material nondisclosure, breach of fiduciary duty, related party transactions LEADER V. and duties to former clients are just a few of the serious questions raised by the $1 billion Instagram deal that cashes out Facebook FACEBOOK PRESS insiders with borrowed money before an IPO. BACKGROUND 1. Brief Summary (PDF) 1. Andreessen & Thiel fingerprints are all over both 2. Backgrounder (PDF) sides of the Instagram transaction? 3. Muppet Chat (PDF) Yes, this is the very same Marc Andreessen whose social 4. Instagram-scam networking patents, (filed by Fenwick & West, Leader Technologies’ former attorney and Facebook’s current SEARCH BLOG attorney), disclosed Leader’s U.S. Patent No. 7,139,761 as a “prior art” reference. However, Fenwick did not disclose it in subsequent patents filed by Facebook—thus raising the Search Now very real specter of “inequitable conduct” which could invalidate many of Facebook’s patents. See previous posts MOBILE QR-CODE: here and here. 2. Company directors are duty- bound to avoid conflicts of interest According to Follow @DonnaKline1 Facebook’s S-1, Marc Andreessen Fig. 2 - Principles of good governance: Tweet and Peter Thiel are (1) Accountable, (2) Transparent, (3) Responsive, (4) Equitable, (5) Effective directors and comprise 2/3rds of and Efficient, (6) Follows the rule of Tweet #TwitterStories the Audit law, (7) Participatory, and (8) Committee. So why Consensus oriented. Is Facebook any Tweet to @DonnaKline1 are their of these? Source: ESCAP. fingerprints all PREVIOUS POSTS over the Instagram /// Facebook forces side of this reexam order of transaction? As both men are Leader’s patent Fenwick: “Is this wrong?” members of the through USPTO Would Judge Strine’s opinion (see Fig. 4.) about Fenwick’s conduct as Leader’s former Audit Committee, Director’s office in counsel and Facebook’s current counsel drip and Andreessen is Generated using PDF-ace.com Director’s office in counsel and Facebook’s current counsel drip and Andreessen is with as much sarcasm as he just leveled at wake of Instagram Goldman Sachs six weeks ago? a member of the controversy Governance 1. Duties to Former Clients? Fenwick & West /// Instagram-scam? was the attorney for Leader Technologies in 2002—the Committee, their pivotal period that Facebook contested in Leader’s responsibilities /// Facebook’s patent infringement lawsuit Leader v. Facebook, 08-cv- include: Orwellian (black-is- 862 (D.Del 2008). They sought no conflicts waiver. 2. Inequitable Conduct? Fenwick & West listed white) definition of “reviewing Leader Technologies’ US Pat. No. 7,139,761 as related- “clear and technology “prior art” references on two Marc related party Andreessen social networking US Pat. Nos. 7,756,945 convincing” transactions” and 7,603,352, yet never disclosed Leader’s patent in “reviewing evidence any Facebook filings. proposed waivers /// Facebook 3. Material Nondisclosure? Fenwick & West makes no mention in the S-1 of the Leader v. Facebook of the code of countersues Yahoo lawsuit that was just heard on March 5, 2012 in conduct” Washington D.C. at the Federal Circuit Court of Appeals with bogus patents? —the second highest court in the land. The result of this Confirms reckless case could result in billions of dollars in damages paid to —Facebook S-1, Leader, and even an injunction (shut down Facebook?). p.100. mindset. Fenwick evidently does not consider such risks as material. /// Facebook “Liked” WHAT?!?! 4. Breach of Fiduciary Duty? Ironically, Fenwick Leader’s source “Related party & West were the attorneys responsible for the Facebook code … before it purchase of Instagram. No wonder the deal took only 54 transaction” means didn’t hours to complete over a holiday weekend! There the party stands to weren’t any members of the deal who didn’t have a benefit on the /// Proof Fenwick & vested interest in making it happen! Since Facebook has been judged to be “literally infringing” 11 of 11 Leader other side of a West LLP did not patent claims, and in my opinion, argued a pretty flimsy transaction. For case on appeal; shouldn’t Fenwick now reconsider their disclose Leader as example, you own fiduciary responsibility to properly handle funds that may prior art to ultimately belong to their former client, Leader stock in Company Facebook Technologies? A that is looking to /// MF Global + JP 5. Related Party Transaction? Fenwick & West get a contract/deal attorney, Greg Roussel, was quoted in a Bloomberg from Company B. Morgan + Goldman Businessweek article talking about the ease of operation However, you are Sachs + Harvard in the Facebook-Instagram deal. also involved in Grads + Politics = the hiring Fig. 3 – Even our children know that school sports A big mess referees cannot make bets on games they call. decisions at /// What Facebook, Why not the adults involved in Facebook? Oh yes, Company B. Often the M-O-N-E-Y. Source: Donna Kline Now! Accel Partners, in such situations the person would Goldman Sachs and “recuse” himself, or in other words, step away and not be Fenwick & West involved in that decision. Did Thiel and Andreessen and don’t want us James Breyer do that with the Instagram transaction? Did “muppets” to know the replacement committee ask the tough questions about /// Make up your valuation and advisability of the transaction? Hm. Doubtful. mind, Fenwick & 3. Facebook is West LLP a “Controlled /// Muppet Mania Company” . /// Haughtiness in or not? Goldman: “Was that wrong?” the face of “literal Just last month Facebook’s IPO advisor The S-1 on Goldman Sachs was smacked down in Delaware infringement” Chancery Court for “disturbing behavior.” Judge page 99 says Strine described Goldman’s conduct as “tainted /// Facebook ordered that Facebook with disloyalty.” They made secret arrangements pharma users to is a with the CEO of the selling company for fees on the seller side while also holding stock in the allow comments, yet “Controlled buyer side company. Their attempt at addressing Company” the conflict by bringing in Morgan Stanley was will not return exposed as a charade since Morgan only where Mark phone calls now received fees IF the transaction went through! In Zuckerberg other words, their vested interest was in /// First thoughts following Goldman’s wishes. makes all the after leaving decisions and While the court did not grant the injunction for other legal reasons, it concluded that courthouse March 5, where “we are Goldman "concealed" motives and financial 2012 not required to interests. Judge Strine said Morgan Stanley gave “questionable” valuation advice. His opinion have a majority /// Judges Selected dripped with sarcasm—citing Emerson and of our board of doubting Goldman’s capacity to serve the client /// San Francisco directors be while simultaneously maybe pocketing CBS-TV KPIX "billions" as a stockholder in the buying independent.” company. Coverage However, in /// NBC-TV4 the next Fig. 4 – In re El Paso Corporation Shareholder Litigation, C.A. No. 6949-CS, Del. Ch. Feb. 29, (Columbus) section titled 2012). Source: Donna Kline Now! Interview with “Board Committees” Leader founder the S-1 describes normal and customary organization of Michael McKibben board committees, namely audit, compensation and Generated using PDF-ace.com board committees, namely audit, compensation and /// How Facebook governance. Notably, in the prior section titled “Director tricked the jury – Independence” Facebook describes their board of directors YouTube as “independent.” /// New friends? Which is it? “Not required to be independent” or /// Did Someone “independent.” The S-1 says both. Hmmmm. Prod the Media? The S-1 says that “Mr. Zuckerberg will be able to /// Facebook: The effectively control all matters submitted to the stockholders New ‘Too Big To for a vote, as well as the overall management and direction Fail?’ of the company.” Of course no-experience Mark Zuckerberg /// Big trouble ahead is directing these deals and acquisitions himself. N-O-T. for the Facebook IPO? — PBR / 4. Andreessen and Thiel are 2 of the 3 votes on Facebook’s Audit Committee! YouTube /// What happens on Good corporate governance requires that Andreessen and March 5th, 2012? Thiel (being a majority of the 3-person Audit Committee) should have recused themselves from this transaction /// More on FB’s S-1 completely. They used borrowed money to make this omissions & other purchase, so presumably Facebook had fiduciary conflicts of interest requirements in the spending decisions. If they did, do they /// Big trouble ahead owe the public a duty of disclosure to reveal the decision- for Facebook IPO? making process and valuation models on which this Backgrounder transaction was based? /// My take on the MF 5. Here’s what happened in the Instagram deal. It would Global debacle: It make Harry Houdini proud. could have been a Step 1. Facebook takes down a $3 billion line of credit in customer March 2012. ARCHIVE OF Step 2. A month later Facebook acquires Instagram; a POSTS company with no revenue and no patents for $1 billion; Select Month presumably with the approval of directors Marc Andreessen, Peter Thiel, James Breyer (Accel Partners) and Mark Zuckerberg.
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