!!! Friday Night Surprise. Plaintiffs just filed their response to Facebook in my favorite case - what I call the mother of all lawsuits - in Delaware where it's incorporated. It's a tight but absolutely delicious 120 pages so I'll break down the allegations here for you. /1

as background, this is a massive shareholder lawsuit by pension funds including the second largest in existence. It came after funds successfully sued to see Facebook's board-level documents and messages around the $5 billion settlement after a cover-up was exposed. /2

Shareholders are able to sue by claiming a demand to the board was futile. You can be the judge of the allegations but they need to successfully argue a majority of directors received material benefit, faced liability and lacked independence from someone (Zuckerberg). /3

First, let me walk through the claims. Count one is that Zuckerberg, Sandberg and one other executive led allegedly illegal business practices breaking their fiduciary duties. More on that in a minute. /4

Count two is an allegation that the directors breached their duty of loyalty to the company by overpaying the FTC in order to shield one executive (Zuckerberg) who controls the board, company and committees. Again, more on that in a minute. /5