WILMINGTON, Delaware, July 21 (Reuters) - A last-minute
settlement between Meta Platforms ( META ) shareholders and the
company's leadership last week ended an $8 billion trial and
spared Mark Zuckerberg from testifying about alleged violations
of Facebook users' data. It also took the heat off the state of
Delaware, which has been plagued by criticism from technology
and business leaders.
The second day of the eight-day trial in Delaware's Court of
Chancery was about to start on Thursday when the legal team for
the shareholder plaintiffs announced they had reached a deal to
resolve the case.
The terms are still being hammered out, but the agreement
ends a case that had the potential to fuel a trend of companies
abandoning the state as their legal home.
Since last year, Elon Musk and other business leaders have
attacked the state's courts, once the key reason companies
incorporated in Delaware, for rulings that they say made it
easier for shareholders to sue directors.
Musk encouraged companies to leave the state and in the past
year Dropbox ( DBX ), Trump Media & Technology ( DJT ),
Roblox ( RBLX ) and Simon Property Group ( SPG ) were among the
large public companies that reincorporated outside Delaware, a
trend dubbed "Dexit."
Critics claim the state's courts are biased against company
founders -- an uncomfortable backdrop for the Meta case, whose
11 defendants included the billionaires Zuckerberg, Sheryl
Sandberg, Marc Andreessen, Palantir Technologies ( PLTR )
co-founder Peter Thiel and Reed Hastings, who co-founded
Netflix ( NFLX ).
A ruling that spared the defendants might have given the
impression the court caved to pressure to let them off the hook,
while one that favored the plaintiffs could have led to further
calls for companies to leave Delaware.
"It was going to be really awkward for the court," said Ann
Lipton, a professor at Colorado Law School.
Meta, which owns Facebook, Instagram and WhatsApp, and
lawyers for Meta investors and the defendants did not respond to
requests for comment.
Meta shareholders alleged current and former officers and
directors of Facebook were liable for failing to protect users'
data. The shareholder plaintiffs wanted the court to order the
defendants to use their personal fortune to reimburse the
company for the $8 billion in legal costs that Facebook had
shelled out for violating user privacy, including a $5 billion
fine paid to the Federal Trade Commission in 2019.
The case put a spotlight on Delaware courts and the judge
handling the case, Chancellor Kathaleen McCormick, who gained
prominence last year for rescinding Musk's $56 billion pay
package from Tesla. That ruling is on appeal.
Adding to the high stakes, Andreessen's venture capital
firm, Andreessen Horowitz, said earlier this month it was moving
its incorporation to Nevada from Delaware and encouraged other
companies to follow. "In particular, Delaware courts can at
times appear biased against technology startup founders and
their boards," said a blog post on the firm's website, citing
McCormick's Musk pay ruling. The firm did not respond to a
request for comment.
Earlier this year, representatives from Meta met with
Delaware's governor and soon after the state changed its widely
used corporate law to make it harder for shareholders to sue
corporate boards over deals with controlling shareholders like
Zuckerberg.
Delaware's political leaders said the changes were meant to
keep Meta and other companies from fleeing the state. Delaware
gets more than a quarter of its budget revenue from fees
associated with chartering businesses.
Despite the new law, some companies, like Affirm
Holdings ( AFRM ), still opted to leave, saying it was unclear
how it would be interpreted by Delaware courts.
Lawrence Cunningham, director of the Weinberg Center for
Corporate Governance in Delaware, said the Meta shareholder
settlement highlighted the strengths of the Delaware court in
handling a complicated case and guiding it to a resolution,
which might be hard to replicate elsewhere. "It was a very
desired judicial outcome," he said of the case.