Ask HN: What happened to Twitter poison pill? • Hacker News Board

Re: Ask HN: What happened to Twitter poison pill?

#301

Post by majani » Thu, Apr 28, 2022, 1:53 PM UTC

tempnow987 wrote: post #213

tptacek wrote: post #97

Nobody knows yet why the board relented, but the scuttlebutt seems to be that Twitter arranged an internal valuation once Musk put a price on the company, presumably as justification for an internal plan that they'd announce as their alternative to acquisition, and the valuation actually showed Musk was overpaying for the income Twitter was likely to generate. (If the board hadn't relented, Musk's next step would hav…

Also on the right a bunch of governors / AG's were rumored to be planning to go after twitter to try and destroy it if they didn't accept Musks bid. If Elon had bailed and started a competing service (with some of his 40B) it's likely the stock would have dropped sharply. That would have left the board in a very ugly spot, and politically in places like florida doubly so (destroying pension values / turning down a go…

Trump has already showed that 1 huge influencer cannot make a social network on their own

Re: Ask HN: What happened to Twitter poison pill?

#302

Post by dogecoinbase » Sat, Apr 30, 2022, 12:07 AM UTC

tempnow987 wrote: post #217

dogecoinbase wrote: post #195

Earlier quoted context omitted.

So, as a rough, the board determines what happens, and the shareholders can notionally replace the board. The board _can_ listen to the shareholders, but are by no means obligated to and in the case of Twitter in particular, the board elections happen on a staggered rotating basis so even a majority shareholder could not immediately replace enough of the board to obtain a majority.

This is totally false. The board owes a fiduciary duty to shareholders. It is almost certain that if they imploded the deal for political reasons that places like florida would have sued. You really don't know how this works. https://www.youtube.com/watch?v=98EzC_1GvGE There have been tons of cases about this, where boards ignore rights of shareholders or those with minority interests.

The fiduciary duty exceeds expressed shareholder preferences -- if the board believes that a particular action is not likely to improve value, they don't have to do it, even if all their shareholders tell them to (though, of course, they might be likely to be voted out in the next election for same).

Re: Ask HN: What happened to Twitter poison pill?

#303

Post by jdasdf » Tue, May 03, 2022, 6:27 PM UTC

throwawaythekey wrote: post #246

jdasdf wrote: post #237

Earlier quoted context omitted.

Do you have a primary source for that? I don't mean news reports saying that, i mean actual legal documentation saying that's how it works? Because there's a lot of misinformation going around, and a lot of new outlets confusing cause and effect.

Took a bit of digging but I found the SEC filing [1] and the press release [2]. I'll quote from the press release because it is more easily understood. I condensed it a bit but the gist should be clear. > In general terms, it works by imposing a significant penalty upon any person or group that acquires 15 percent or more of the shares of Common Stock without the approval of the Board. > the rights will become exerci…

>Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be void.

I'm not entirely clear whether this statement in the 8K is legal. Seems to me that it would run afoul of the boards responsibilities, especially given that it is unnecessary to achieve the result.