> and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Zuckerberg is entitled to vote his shares, and shares over which he has voting control as a result of voting agreements, in his own interests, which may not always be in the interests of our stockholders generally.
So he must act in good faith except when he doesn't. Got it.
No, he must act in good faith when acting in his capacity as a board member and corporate officer. When acting in his capacity as a shareholder, he has no such obligation. The line between the two roles is usually pretty clear.
Think of a member of a military. They have a clear duty to act according to the policy and orders of their superiors. But in most nations, they can also vote, in their personal capacity as citizens, to change the top level of leadership, and they have no obligation to exercise their vote in furtherance of anyone's agenda but their own.
Zuckerberg's position is similar. What's out of whack is that he controls a majority vote of the "citizenry" (shareholders) himself.
So he must act in good faith except when he doesn't. Got it.