[aravindet]

The simple and unsatisfying answer is that the board is responsible for these decisions, and the board should be constituted in accordance with each company's articles.

My point is that there is nothing inevitable about the board representing the interests of shareholders alone. A typical company where the shareholders appoint most or all of the directors is not the only way to set up a board, and I'd argue that there are legitimate reasons to set up a company where other stakeholders (e.g. employees [1][2] or customers [3]) appoint directors.

Also, consider this: There is a risk/return continuum between bondholders and shareholders (through holders of various other convertible and preferred securities). It is always an arbitrary decision as to where to draw the line separating investors who get a say and those who don't.

So my view in all this is that as long as Figma’s board was appointed in accordance with its constitution, and the board members weren’t acting corruptly (e.g. bribery, conflicts of interest) or exceeding their authority under the company's constitution, shareholders should NOT get to challenge that board’s decisions. (IANAL; this is my view, not necessarily what the law says.)

p.s. A stock exchange may require that boards be primarily represent shareholders as a condition for listing; but this should not affect privately held companies.

[1] https://en.wikipedia.org/wiki/Codetermination_in_Germany [2] https://en.wikipedia.org/wiki/Worker_cooperative [3] https://en.wikipedia.org/wiki/Consumers%27_co-operative