In an interview with the Wall Street Journal, venture capitalist Marc Andreessen declined a response to Icahn’s most serious charges relating to the alleged failure of corporate governance, rampant self-dealing and a desertion of fiduciary responsibilities at eBay Inc (NASDAQ:EBAY).
“eBay sold a controlling stake in Skype to a sitting board member (Mr. Andreessen) and Silver Lake, for about $1.9 billion. A mere 18 months later, that board member sold Skype to Microsoft for $8.5 billion,(4) thereby netting a $4 billion gain for himself and Silver Lake that should have accrued to eBay stockholders,” says Icahn in his letter of February 26, 2014, to Ebay stockholders.
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Silicon Valley practice
Andreessen decided not to comment on the charge. Instead, he chose to construct his response around the fact that he recuses himself from boardroom deliberations at companies that revolve around any entities that have enjoyed his investment, saying that this was established corporate governance practice in the technology industry.
“If I’m on a public board and that public company is looking at buying a company in a certain space and one of my startups is in that space, I will not be part of that conversation,” Andreessen said in the interview. “This has been established over decades of corporate governance and there’s nothing unique to tech about it.”
Andreessen: One sector, one investment
Andreessen also clarified that his equity investments are restricted to a single company per sector – a strategy that avoids conflicts of interest, and “the only way to stay competitive in venture capital,” he asserts. Understandably, an entrepreneur would be wary of receiving funding from an investor that had also financed a competitor.
Andreessen also claimed that he resolved a conflict of interest that arose when Burbn, a mobile check-in service he was funding, metamorphosed into Instagram, and became a rival to PicPlz – another photo service he was backing. “We voluntarily surrendered our information rights for Instagram as a consequence of that,” he said.
Which should prevail – confidentiality or fiduciary responsibility?
According to the interview, Andreessen also declined to comment on the specific charge that he “owed a fiduciary duty to eBay CEO Donahoe to disclose the potential interest in a multibillion dollar Skype purchase by a strategic player.”
He reportedly said that investors “who have a stake on two sides of a deal” are usually bound by confidentiality restrictions at both ends.