Did Facebook's board member betray investors by siding with Mark Zuckerberg?

Facebook founder and CEO Mark Zuckerberg and the company's board member Marc Andreessen have been accused of working hand in glove to ensure the former enjoys control over the social media giant despite selling his shares.

Investors of the company had earlier this year filed a case against its board, claiming that it had undermined their interest by allowing Zuckerberg to sell his shares for charity, but still retain voting control of the company.

Now, Bloomberg has unearthed the investors' lawsuit against Facebook's board in Delaware's Chancery Court that claimed Andreessen worked for Zuckerberg's interest at the expense of the investors. The court filings said Andreessen warned Zuckerberg on the questions the board would ask him and even sent text messages like "This line of argument is not helping. ☺" and "NOW WE'RE COOKING WITH GAS" during a conference call, helping him know what was happening on the other side.

"Andreessen even told Zuckerberg that he was working to protect Zuckerberg's personal interests through the Special Committee process,'' said the court filings obtained by Bloomberg.

Facebook's board, consisting of Susan Desmond-Hellmann, Marc Andreessen and Erskine Bowles, was the only entity that could halt the decision that allowed the Facebook founder to sell off his shares and still enjoy voting control. Zuckerberg got his way by creating a new Facebook stock class, which indirectly helped him win as he has most of the voting rights.

Now, investors have accused Andreessen of helping the Facebook founder during the negotiation instead of representing them and addressing their concerns. The outcome of the court ruling will throw more light on the role of public company boards and if executives should give up voting rights when they sell their shares.

Meanwhile, a Facebook spokeswoman told Bloomberg in a statement that 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."

(Source: Bloomberg)