---OT---(I guess)
Gates has about 22 % of MSFT common, as I remember. This does not constitute "control" in a legal sense. He does not have to consolidate his personal holding company with MSFT, he is personally free to buy competing firms, and many other advantages. He is a man of such delicate sensibility that he doesn't not have his board pay him a huge salary, nor does he, almost alone (along with Balmer I think) does not accept stock options. I think if MSFT did something very wrong and was sued, it would be impossible to "pierce the corporate veil" and recover from Bill himself for any unpaid corporate bills. The test here is the "test of control" -- does Gates make the critical decisions of the Board. Without examining the minutes of the board and determining if he is always the decision maker it would be difficult to prove that he actually has control. He is an aggressive, dominant man who nearly always gets his way, I suppose. Were I he, I would occasionally join a losing vote to establish that I was not in control while retaining, what he will always have, I suppose, "effective control." Most CEO's build alliances with major institutional and private stockholders to assure that they win all votes and proxy fights. They maintain effective control, even though they own only an insignificant proportion of common stock in their company. |
