Marc Andreessen is under fire after playing both sides of an important decision made at Facebook earlier this year. A new Bloomberg report cites recently unsealed court documents from a lawsuit filed against the company’s board of directors. In the suit, shareholders accuse Andreessen of advising CEO Mark Zuckerberg when he was supposed to be representing the interest of investors.
The lawsuit centers around a move, officially proposed by Zuckerberg earlier this year, to create a new Facebook stock class that would allow him to sell Facebook shares to fund his new philanthropy without losing his majority voting status.
The suing shareholders claim Andreessen unfairly coached Zuckerberg through the stock reclassification process. Under normal circumstances, this type of advisement from a good friend would be completely legal, but it’s a little more complicated in this situation. That’s because in August 2015, Facebook’s board set up an independent committee to represent shareholders during discussions about the stock reclassification. Andreessen was one of three people on this committee—and he crossed the line by feeding Zuckerberg sensitive information.
Andreessen reportedly sent Zuckerberg critical information about concerns from shareholders, and he even helped Zuckerberg negotiate against the people in opposition to the stock reclassification. By doing this, Andreessen betrayed the shareholders he was suppose to be representing in favor of his long-time Silicon Valley buddy Mark Zuckerberg.
The stock reclassification, which was ultimately approved by shareholders, is pending until the results of the lawsuit and would dilute the voting power of existing shareholders.
But all of that’s beside the point because what’s most interesting about these newly unsealed court documents are transcripts of private text messages sent between Andreessen and Zuckerberg. They include several veiled messages of encouragement, weird analogies, and are frequently punctuated by smiley faces. Check out this line from Bloomberg’s story on the lawsuit:
During one March 4 call, Andreessen gave Zuckerberg live updates, both negative (“This line of argument is not helping. ☺”) and positive (“NOW WE’RE COOKING WITH GAS”), according to texts provided by Facebook’s lawyers and cited in court filings.
They’re obviously not the most exciting texts we’ve ever seen, but they do show the inner-workings of the Facebook board at a time during a critical reorganization. Other parts of the transcript, however, are straight up weird and cryptic.
“The cat’s in the bag and the bag’s in the river,’’ he messaged Zuckerberg. “Does that mean the cat’s dead?” Zuckerberg texted back, not understanding the spy speak.
After reading even just a few lines from their conversations, it’s clear that Andreessen wanted to take care of his friend Zuckerberg through this difficult process. After the vote to reclassify shares was passed, Andreessen congratulated his buddy Zuckerberg with an easy-to-decipher tweet.
“Mission accomplished ☺”
Zuckerberg walk away with the deal of a lifetime. What are friends for.