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Twitter board adopts poison pill after Musk’s $43B bid to buy company

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Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#21
post #12
post #9

Predictably stupid. They're going to come back and say the company is worth >$70B.

That's how the game is played. If you want to take over a company without the consent of its executives, it's going to be a fight and you're probably going to lose.

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Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#22
post #12

Earlier quoted context omitted.

That's how the game is played. If you want to take over a company without the consent of its executives, it's going to be a fight and you're probably going to lose.

The board of a public company cannot reasonably claim that they’re worth twice(!) what the market currently values their company at simply because they feel it’s true. Unless they have advertising contracts and growth metrics in the pipeline that represent a reasonable doubling of revenue and value, they’re acting legally irresponsibly. Justifying this is difficult. This is objectively a good offer.

The literal value is their share price x total shares.

The notional value is at best the NPV of future profit streams. However Twitter's track record on profits are dismal so the claim is dubious legally.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#25
post #20

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

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The idea that the board's fiduciary means they must maximize profits at the expense of all else is a bit of a myth. Yes, they need to look out for their shareholders but they also need to do right by the company, and companies can be formed for any legal purpose and everyone (the company and the shareholders) values things differently. It's generally been upheld that the board has a lot of autonomy and, outside of gross negligence, is generally protected by the business judgement rule.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#26
post #20

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

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Not sure this is true, if they believe the long term outlook is higher than the hostile price, they are being good fiduciaries.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#27

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

As a shareholder and end user of the product, I agree.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#29
I don’t understand how any board can implement a “poison pill”, not just Twitter but Netflix and others, and not be found working against the interest of shareholders. Can anyone help me understand?

You’re categorically changing the profile of the stock. This has a chilling effect on large investors, including but not limited just to Musk, right?

Vanguard, for example, has just had its range of further investment limited arbitrarily. Isn’t that bad for all stockholders, to know that large stakeholders will not drive the price up if they somehow gain substantial belief in the company?

The risk portfolio of Vanguard just went up considerably because in the case that they fully lose faith in the board, they no longer have the option of installing a friendly board, they must simply liquidate their holdings. This, in turn, makes them more skeptical of further smaller (non-takeover) investment because it’s more to liquidate and more risk.

Who does this benefit besides the board? I guess I understand that the board is not beholden to the interests of all shareholders equally, and I’m not suggesting that this doesn’t benefit some shareholders, but where does the line start?

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#30
post #20

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

Quoted post unavailable.

Are you claiming that this common kind of poison pill provision is illegal?
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