Hacker News Board Hacker News, browsed like a classic message board
Live data from Hacker News

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

cnbc.com

Post reply on HN
Print view View original

271–280 of 1001 posts

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

#271

Post by moomin »

nickysielicki wrote: post #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 lim…

I think the answer is that "the interests of shareholders" can be interpreted in a much broader fashion than some people, including board members, like to pretend.

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

#272

Post by samhw »

colinmhayes wrote: post #177
krona wrote: post #128

Earlier quoted context omitted.

What's wrong with a leveraged buyout, for example? It seems like the norm these days, not the exception.

Twitter has no equity. There's nothing to leverage.

Unless I'm missing something, 'leveraged buyout' doesn't specify that it's Twitter's equity which has to be leveraged. Off the top of my head, I think Elon Musk has some other bits and pieces which he could scrounge together for collateral.

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

#273

Post by [deleted] »

epicureanideal wrote: post #254
mike_d wrote: 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!

[deleted]

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

#274

Post by MrStonedOne »

tomatowurst wrote: post #234
fairity wrote: post #66

People are overlooking the fact that a poison pill will likely increase the price of Musk's final offer, and in doing so will maximize shareholder value. Put another way, Musk may be willing to pay a lot more than a 25% premium for Twitter (he already said he doesn't care about price). Without this poison pill, Musk can force a takeover by accumulating shares. With this poison pill, the board has leverage to maximize…

I don't think its possible for Musk to ever attain 51%, everytime the price sinks and he accrues shares, they would just choose to issue more shares diluting his equity. really think Musk knew this ahead of time...but what's his end goal i can't figure out. is it to profit off his purchase? because if he wanted to acquire 51% this is the worst way to do it (creating a hostile board who can at will issue infinite amou…

No post body was provided.

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

#275

Post by tsimionescu »

hajile wrote: post #164
tsimionescu wrote: post #60

Earlier quoted context omitted.

> 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 The board has a lot of leeway into how they achieve profit for the shareholders, but all decisions they make must be nominally in the interest of that goal (assuming we're discussing a for-profit c…

We are the largest perennially unprofitable company to ever exist. The richest guy in the world offered to invest a fifth of his net worth into the gamble of turning our company profitable while making our shareholders a massive profit. Instead, we poisoned the system knowing that the stock is all but guaranteed to tank massively reducing our market cap and hurting our ability to take out still more loans to continue…

To prove a breach of fiduciary duty, you generally have a very high burden of evidence, unless you can show some conflict of interest or obvious lack of deliberation.

Otherwise, the business judgement rule is applied, where the presumption is that the directors acted in good faith, and you would essentially have to prove that it is impossible for Twitter stock to grow beyond the current offer.

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

#276

Post by rad88 »

samhw wrote: post #267
beaned wrote: post #263

Earlier quoted context omitted.

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.)

No, "I'll vote as part of your bloc just pay me $50M" is obviously not an incidental agreement.

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

#277

Post by stevespang »

mike_d wrote: post #239
hedora wrote: 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.

No post body was provided.

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

#278

Post by recuter »

version_five wrote: post #248
recuter wrote: post #127

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…

You're probably right. On the other hand he is one of their biggest users and has a lot of celebrity friends.

There's too much drama on real twitter about it anyway. They might be stupid enough to ban him too soon, and if they keep on doing that nobody will want to use it. A lot of the top users haven't tweeted in over a year.

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

#280

Post by moralestapia »

axg11 wrote: post #129
UnpossibleJim wrote: post #105

So, I'm not very corporate savvy and this might be a very stupid question. Is there a NON-culture/political reason for all the push back against Musk buying Twitter? From the read, this just seem to be opening the door for someone else to try and take majority control and pining away for the days of Dorsey (which, if looked at objectively, weren't great... just filling an opportunity).

The pushback is simple: Twitter stock price was higher than Musk’s offer for most of 2021. We are in a downturn affecting the entire tech industry, and it’s likely that prices will return to previous levels at some point. Elon’s offer is a lowball and Twitter can bring more value to shareholders with or without Elon.

>Twitter stock price was higher than Musk’s offer for most of 2021.

That's cute but the past is gone. Twitter is clearly going downhill, both with their product and with their management (good thing they got rid of Dorsey, but perhaps that was too little too late), the stock just follows on that. If anything, people like Musk are the ones who still attract interest to the platform.

>Twitter can bring more value to shareholders with or without Elon

Twitter is on a very dangerous spot right now, their MAUs peaked long ago as young people go to other platforms, and overall, everyone is a bit of tired of the kind of discourse that predominates there, for instance, Trump was banned and I STILL find out everything about him because the people there (left and right-wing) are absolutely obsessed with him.

Honestly, Twitter is the one social media platform that I wouldn't really mind if it just disappeared. At least Facebook has some family members in there and some pictures from my earlier years. Twitter brings nothing of value to my life and I'm sure I'm not the only one who feels like that.

Post reply on HN