False and misleading accusations take part in been made contrary to eBay and contrary to me popular my role at the same time as an eBay director. This publicize provides my perspective on individuals accusations and their surrounding context.
On the accusations:
I dispute all accusations so as to I take part in violated some of my duties to eBay shareholders.
Specifically:
* the whole time the eBay board’s process of divesting Skype, I fully disclosed my budding attract and recused myself from all discussions on the transaction, plus all discussions, negotiations, and decisions. I was uninvolved popular eBay’s decision to spin inedible Skype and popular eBay’s decision to opt to partner with the Silver Lake syndicate.
* eBay’s retained ownership popular the Skype spinoff was 30% v. Andreessen Horowitz’s approximately 3%. So as to much superior ownership gave eBay a far superior role popular decision making on Skype considering the spinoff than Andreessen Horowitz, at the same time as well at the same time as a far superior money-making bribe on the retailing to Microsoft.
* successive to the Skype transaction, I was re-elected to the eBay board popular 2012 with to all intents and purposes unanimous support — 99.7% of votes — of eBay shareholders. The Skype transaction customary a extreme degree of shared examination as soon as it happened; all of the data around my role popular the Skype transaction were fully shared by the side of so as to age; eBay has a very sophisticated body of shareholders; and if some of them axiom some riddle with my conduct around the Skype transaction, I am sure so as to they would take part in brought it up by 2012.
* Andreessen Horowitz’s alternative investment popular Fanatics was made finished a time considering eBay divested so as to small business at the same time as a part of eBay’s acquisition of GSI trade; nearby was nix on the cards conflict by the side of so as to tip. Advance, nearby was nix reflection of Andreessen Horowitz investing popular Fanatics by the side of some age in eBay’s negotiation and obtain of GSI trade before eBay’s divestiture of Fanatics.
* I prepare not dish up on the board of some company with some substantial competitive overlap with eBay.
* I unveil some position anywhere I believe I can take part in a budding conflict and recuse myself from some eBay board deliberation as soon as I believe I can take part in a budding conflict due to an investment popular a new company.
On the context:
Directors of all companies owe shareholders several duties, plus the duty of loyalty. This duty focuses on avoidance before appropriate treatment of conflicts of attract, and requires carnival dealing by directors involved popular transactions so as to possibly will consequence popular delicate increase before economic conflicts with the company. To strengthen this duty and to advance watch over shared company shareholders from budding conflicts of attract, directors are restricted popular several diverse ways. These restrictions include:
(1) Prohibitions on single director serving on multiple company boards as soon as individuals companies take part in some substantial competitive overlap.
(2) food so as to a director of a company unveil budding conflicts and recuse him/herself from board discussions and decisions as soon as so as to director has budding conflicts, such at the same time as but not narrow to an investment stake popular a new company.
(3) Restrictions on draw on of company confidential in a row by some director in place of some object other than so as to company’s benefit.
These protections are enforced by several layers of failure to notice and accountability, plus:
(a) every company’s official counsel and broader board of directors.
(b) Regulatory agencies such at the same time as the instant, at the same time as well at the same time as farm animals talk rules.
(c) Shareholder votes, popular which shareholders can make your choice directors popular whom they lose confidence inedible the board.
(d) Shareholder court case, which is very everyday and which is omnipresent on directors’ minds in board meetings.
All of these protections apply to directors of shared companies popular each industry and each theme, plus directors who are venture capitalists, encircle supply activists, reserved impartiality investors, operating executives, and autonomous board members.
Particular those take part in floated a theory so as to today’s machinery industry is additional prone to budding conflicts as of the in haste shifting nature of software. I don’t think that’s factual. In place of exemplar, popular preceding decades the conglomerate small business classic, popular which companies would opt to get hold of and drive popular many unrelated industries, was additional everyday — a dynamic so as to would definitely head to unpredictable budding conflicts amid boards and directors.
Particular those take part in and floated a theory so as to venture capitalists are additional prone to budding conflicts than other kinds of directors due to their stash popular multiple companies by the side of once upon a time. I and don’t think that’s factual. In place of exemplar, ahead of its time encircle supply managers and be inclined to handhold impartiality stakes popular many companies by the side of the same age, creating the exact same kind of budding conflict.
Principal extra in a row
EBay Inc., its directors and precise of its executive officers are participants popular the solicitation of proxies from stockholders popular connection with eBay’s 2014 yearly business meeting of Stockholders. EBay intends to smooth a proxy statement and pallid proxy certificate with the U.S. Securities and talk Commission (the “SEC”) popular connection with such solicitation.
In a row regarding the names of eBay’s directors and executive officers and their respective interests popular eBay by security property before otherwise is calibrate forth popular eBay’s proxy statement in place of the 2013 yearly business meeting of Stockholders, filed with the instant on protest rally 18, 2013. To the coverage property of such participants popular eBay’s securities take part in untouched since the amounts described popular the 2013 proxy statement, such changes take part in been reflected on first Statements of Beneficial Ownership on Form 3 before Statements of alteration popular Ownership on Form 4 filed with the instant. Extra in a row can and take place found popular eBay’s yearly arrive on Form 10-K in place of the time ended December 31, 2013, filed with the instant on January 31, 2014.
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