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| Authored by: jjs on Sunday, May 06 2012 @ 07:27 AM EDT |
Why should Schwartz refer to a specific meeting?
1. He's the CEO. He gets to set policy. It's the job description. He may
have had many meetings with with lawyers, engineers, and others, and then made
the decision. He may have had no meetings and made the decision (I doubt that,
but it's possible). In either case, he as CEO is the one who makes the
decision. That's what he's paid for. If the board disagrees with his
decisions, they are free to fire him and bring in someone else. They did not.
2. No one asked him about meetings. If Oracle thought the meetings were
important, they could have asked him on the stand. They did not. If they
exclude him from future evidence, they will never get the chance.
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(Note IANAL, I don't play one on TV, etc, consult a practicing attorney, etc,
etc)
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| Authored by: jjs on Sunday, May 06 2012 @ 07:37 AM EDT |
Every single person below Schwartz in the company (which would include everyone)
could be against the decision, and Schwartz could still make the decision he
made. He's the CEO. He gets to make the decision. Therefore, whatever anyone
else at the company thought of the decision is of minimal (I would say no)
importance.
The only organization that could override his decision is the Sun Board of
Directors. They did not override that decision.
The alternative is that NO ONE except the board is allowed to make decisions.
You can fire all the C?Os and have a 100% always there BoD. Which you won't
get. The whole idea of the current corporate structure is to have a
"legislature" to oversee things (the BoD), and an
"executive" branch (CEO is called that for a reason) to run the day to
day operations. That includes making decisions about corporate strategy.
Should Schwartz have brought it to the board? I don't know. Did he bring it to
the board? I don't know. However, it was very public knowledge, not just a
single blog entry. Sun as a corporate entity acted like it was corporate
policy. And the Board never fired Schwartz or announced a different policy,
thus by acquiescence endorsing the policy.
Now Oracle (who was NOT Sun at the time) not only no longer applying, but as
having NEVER applied - despite Sun corporate action that matched the policy
(they never sued Apache). In other words, from the corporate standpoint, not
only repudiate a binding contract, but seek to have it declared never to have
existed.
Think about it - you lease a car. The car company gets bought out. They
declare that you have never leased a car, because THEY did not write that
contract with you, therefore you have stolen the car. Is that right? Or should
the successor company be held to the agreements of the company they purchase?
Current Corporate Law I believe has the latter - because otherwise NO entity
would EVER enter into a contract.
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(Note IANAL, I don't play one on TV, etc, consult a practicing attorney, etc,
etc)
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