"Silicon Valley is a pretty networked place," Larcker said. "People know each other, have done deals together -- but it doesn't mean that governance is out of control or it's the Wild West or something. It could be the case that what the board is doing is actually accretive to shareholders." Zuckerberg's chats with Andreessen may just be "part of the dialogue" needed to evaluate the proposal, he said.
Andreessen has been caught up in conflict-of-interest controversies before. He stepped off the board of eBay in March 2014 after public battles with Carl Icahn, an activist investor who pushed for the company to split with PayPal, its payments unit. Andreessen had invested in companies that competed with PayPal, but disputed all accusations of a conflict of interest. In the same year, Facebook bought Oculus, a virtual reality company, that Andreessen's firm was an investor in, too. Andreessen has said he recuses himself from both sides of acquisition discussions that involve his investments.
Andreessen, 45, met Zuckerberg, 32, shortly after the younger man founded Facebook. As co-founder of Netscape, which made the first widely used web browser, Andreessen felt a kinship with Zuckerberg, becoming an adviser to him. When they met, Zuckerberg, new to Silicon Valley, didn't know what Netscape was. The mentoring relationship evolved into business, with Andreessen taking a board seat, and his firm picking up Facebook stock before its initial public offering. Andreessen's messages, as shown in the lawsuit, depict a friendship: assurances that he has Zuckerberg's back, punctuated by smiley faces.
Most of Andreessen's texts to Zuckerberg during the negotiations over the non-voting shares focused on how to talk to the other two committee members. Susan Desmond-Hellmann, Facebook's lead independent director and chief executive officer of the Bill & Melinda Gates Foundation, also led the special committee and discussed the matter on its behalf with Zuckerberg personally -- a call that Andreessen helped Zuckerberg prepare for.
Bowles, former President Bill Clinton's chief of staff and past president of the University of North Carolina system, was especially skeptical of Zuckerberg's proposition, as depicted in the suit. Many of Andreessen's texts focused on persuading him. Among other things, Bowles worried that one of the concessions Zuckerberg wanted -- to allow the billionaire to serve two years in government without losing control of Facebook -- would look particularly irresponsible, according to court filings. Bowles did not respond to requests for comment.
Andreessen texted Zuckerberg in early March ahead of a call with the committee, telling him he would have to figure out "how to define the gov’t service thing without freaking out shareholders that you are losing commitment.''
Bowles remained unconvinced, Andreessen wrote Zuckerberg later that month. "Erskine is just massively uncomfortable with you getting to low economic ownership and then going off on leave with no involvement by the board and retaining control,'' he wrote. "We rediscuss it on every call ... I’m going to try to drag it over the line one more time. ☺ ''
Andreessen sought to persuade Bowles that if Zuckerberg went into politics, the government would likely require him to give up control of Facebook anyway, so the point was moot, according to the documents. A couple weeks later, Andreessen prevailed, and the vote was brought to shareholders. (The stock reclassification is on hold pending the results of the lawsuit, though.)
"The cat's in the bag and the bag's in the river,'' he messaged Zuckerberg. "Does that mean the cat's dead?" Zuckerberg texted back, not understanding the spy speak.
Andreessen replied: "Mission accomplished ☺"