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The Editors

Silicon Valley Is Moving Backward on Shareholder Rights

It’s springtime in America and that means it’s proxy season, when most publicly traded companies hold annual meetings, and shareholders elect corporate directors. So it seems a good time to review the state of corporate governance: It’s slipping.

Mark Zuckerberg, the Facebook Inc. founder and chairman, last month agreed to pay $1 billion for the photo-sharing service Instagram without consulting his board. Groupon Inc. in March had to correct its very first quarterly report as a public company and also reveal a “material weakness” in its internal controls, meaning it lacked checks and balances even after accounting missteps last year.