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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

#261

Earlier quoted context omitted.

Twitter’s speech moderation policies should be public, and all decisions pertaining to speech should be public, and there should be a public appeals process before a jury of the speaker’s peers.

That's a lot to ask when each user account is free. You're basically replicating the US Courts Legal System, except those on trial pay 0% taxes. Not viable. Keep thinking though, we need a hero of an idea to make forward progress on the question of what strategy is best for US-based public companies, and what their role is in showing the world what the gold standard for "freedom of speech" online looks like.

This is why Twitter needs to go private. The current management has no idea how to run a public square without falling back to an authoritarian censorship regime.

EDIT: Arguably, much of what I am suggesting can be automated cheaply.

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

#262

Earlier quoted context omitted.

(1) yes, though would be an expensive troll and (2) no - offer was non-binding and very conditional (due diligence, financing, etc.)

Thank you! Why would it be an expensive troll if no money is changing hands?

Well (1) you can be sure Musk is paying lawyers $$$ to make sure he doesn't deeply fuck up on any securities rules given his contentious relationship with the SEC [though fairly that might be de minimus to him] (2) there is an opportunity cost to putting money so much money in twitter just for laughs [he could be doing other things] and (3) there is risk that the twitter stock could fall out from under him. (3) is really only a cost relative to having the money in a diversified portfolio - but it is a real cost nonetheless.

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

#263
post #239
post #161

Earlier quoted context omitted.

Wait, if some ETF accidentally exceeds 15%, then what? First of all, that'll screw over a bunch of small investors, right? Second, could Elon swoop in at that point? Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%.

> Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%. You might want to speak with a lawyer who is familiar with inchoate crime. What you publicly proposed to Elon is a crime, since you intend to conceal beneficial ownership of shares.

Where does the concealment come in?

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

#264

Earlier quoted context omitted.

Elon's offer is at the same time an hostile offer, and conditional on obtaining financing from banks. This is never heard of in the history of hostile acquisitions, and is a BIG risk for the board to entertain any attempt by anyone to buy Twitter before they know what their loan percentages are.

Offers aren't hostile. Trying to take over a company after an offer has been rejected is hostile.

Tender offers can be hostile - a "hostile tender offer" is an offer directly to shareholders to buy shares at a certain price, without getting the blessing of the board.

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

#265
post #239
post #161

Earlier quoted context omitted.

Wait, if some ETF accidentally exceeds 15%, then what? First of all, that'll screw over a bunch of small investors, right? Second, could Elon swoop in at that point? Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%.

> Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%. You might want to speak with a lawyer who is familiar with inchoate crime. What you publicly proposed to Elon is a crime, since you intend to conceal beneficial ownership of shares.

And inchoate crimes don't require the person to do as you commanded them. Just the statement above would probably be enough to charge someone. And even if the crime you are encouraging someone to commit is impossible (for instance, asking Musk to buy 110% of Twitter through you), it is *still* a crime for you to have asked him.

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

#266
post #239

Earlier quoted context omitted.

> Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%. You might want to speak with a lawyer who is familiar with inchoate crime. What you publicly proposed to Elon is a crime, since you intend to conceal beneficial ownership of shares.

Yet another example of something that many people wouldn’t think would be a crime, but would send them to prison for decades!

Fuck with rich peoples money, you're going to jail _for a long time_. Murder someone in a case of 'mistaken identity/residence', go to work tomorrow.

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

#267
post #263
post #239

Earlier quoted context omitted.

> Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%. You might want to speak with a lawyer who is familiar with inchoate crime. What you publicly proposed to Elon is a crime, since you intend to conceal beneficial ownership of shares.

Where does the concealment come in?

Yeah, there's no concealment and no beneficial ownership. "I'll vote as part of your bloc" isn't beneficial ownership. (At most it's delegating the 'control' aspect of the equity, but even that is a stretch - in context, it's clearly a statement of incidental agreement with his opinion on this point, not a total delegation of control no matter what he should choose to do in future.)

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

#268
post #161

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 lim…

Wait, if some ETF accidentally exceeds 15%, then what? First of all, that'll screw over a bunch of small investors, right? Second, could Elon swoop in at that point? Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%.

X AE X-12 buys 15% triggering pill, X sells shares immediately to drop price, elon purchases 42.0% equity by minting new discounted budget shares?

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

#269

Earlier quoted context omitted.

Elon's offer is not a hostile offer. He has made an offer, management has not yet rejected it. It is just an offer to purchase the company, as of now. If the offer is rejected and Elon continues to attempt to gain control of the company, that would be an attempt at a hostile takeover.

Hostile, in financial terms, is whenever the board or CEO did not initiate a conversation around an acquisition, and it is just made to the company.

What? This is not just wrong, it's comical to even think of what it would mean if it were true. The board would have to clairvoyantly foresee any possible acquirer who might be interested in the company, or else reach out to every company and individual in the world, stating its willingness - or otherwise - to be acquired. That would be, uh, quite something.

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

#270

Earlier quoted context omitted.

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? Correct. Hence the term poison pill. Now nobody else will be interested…

> I think his plan B will be to start a competitor I hope it isnt: I think that starting a top down, meaning "look I built this, everyone move over from twitter", competitor has a very low probability of success, regardless of who starts it. There is too much of an attack surface, there will be too much drama on real Twitter about it, early adopters will be gun nuts or some other out group and that will be how they g…

Remember that this IS Musk; not very predictable. But I'm going to try... Since Musk has stated that this was NOT to make money, I imagine that triggering the poison pill, and THEN dumping the shares would tank the stock. Musk did say "final offer, and if rejected, re-evaluate". The poison pill trigger? Not something talked about.

I hold some shares of TWTR, and would continue. For the lulz.

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