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

331–340 of 1001 posts

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

#331

Post by 01100011 »

not2b wrote: post #184

Even before the poison pill was adopted, the evidence is the market wasn't taking Musk's offer seriously. That's because he was offering $54.20 per share (ha ha, 420), but the stock price never closed higher than $48.36. So almost $6/share was left on the table. Part of it is that Musk doesn't have $43B in cash, he'd have to raise it or borrow it. He's worth more than that but it isn't liquid; as an officer of Tesla…

The whole thing seems like a stunt by Elon. I don't care either way, but it would have been interesting for the board to call Elon's bluff and watch him back out at the last minute.

Elon should really focus on his unfulfilled promises to folks he already took money from, not playing immature games to keep himself on the front page. I don't know what drugs he did with his ex-girlfriend, but they don't appear to have had a positive effect on his well being.

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

#332

Post by tuckerman »

friesfreeze wrote: post #320
tuckerman wrote: post #25

Earlier quoted context omitted.

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 gr…

Under DE law, my understanding is that you are slightly off on this. Boards do have a duty to maximize shareholder value. THAT SAID, the business judgement rule provides that judges will not second guess the board absent evidence of gross negligence or total disregard of duty. This is because the Delaware court has decided that judges are not better than boards at evaluating business decisions. BUT! Overcoming the BJ…

I said this below but I don't think Dodge v. Ford is particularly really plays much into modern case law outside of the judgement rule. To my knowledge, it's never been cited in Delaware (against the board at least).

A case that stands out more to me (being both more modern as well as at the federal level) is Burwell v. Hobby Lobby: "While it is certainly true that a central objective of for-profit corporations is to make money, modern corporate law does not require for-profit corporations to pursue profit at the expense of everything else, and many do not do so." in reference to furthering religious goals instead of profit. (https://supreme.justia.com/cases/federal/us/573/682/#tab-opi...)

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

#333

Post by codedokode »

I don't really understand how this "poison pill" is legal. Imagine that you own a stock that can be sold at free market at $10/share. Then the board decides that whoever buys those shares will have to resell them to board members at $1. This means that now the price of those shares drops to $1 and you have lost $9 per share. How this can be legal?

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

#334

Post by OrderlyTiamat »

jacquesm wrote: post #182
outside1234 wrote: post #144

Earlier quoted context omitted.

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.

No it isn't. They key is that management and board are against it and the deal is still pursued by the (potential) acquirer. It is perfectly possible to initiate a conversation regarding an acquisition and this is not a hostile takeover per-se though it could develop into one. https://www.investopedia.com/terms/h/hostiletakeover.asp

Just to clarify, that does make Musk's offer a hostile takeover bid, as is also stated in that link.

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

#335

Post by rgbrenner »

not2b wrote: post #184

Even before the poison pill was adopted, the evidence is the market wasn't taking Musk's offer seriously. That's because he was offering $54.20 per share (ha ha, 420), but the stock price never closed higher than $48.36. So almost $6/share was left on the table. Part of it is that Musk doesn't have $43B in cash, he'd have to raise it or borrow it. He's worth more than that but it isn't liquid; as an officer of Tesla…

It’s definitely just a stunt… he doesn’t have the money, and said he expects larger shareholders to sign on to the deal… so he can take the company private and do great profit-maximizing ideas like turning their office into a homeless shelter. He’s presented no ideas that would increase twitters profits or market share. What shareholder would sign up for this?

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

#336

Post by bingohbangoh »

codedokode wrote: post #333

I don't really understand how this "poison pill" is legal. Imagine that you own a stock that can be sold at free market at $10/share. Then the board decides that whoever buys those shares will have to resell them to board members at $1. This means that now the price of those shares drops to $1 and you have lost $9 per share. How this can be legal?

Isn't it legal until somebody successfully sues for it to be nulled?

The US legal system is kind of based around this adversarial situation imo.

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

#337

Post by the_svd_doctor »

codedokode wrote: post #333

I don't really understand how this "poison pill" is legal. Imagine that you own a stock that can be sold at free market at $10/share. Then the board decides that whoever buys those shares will have to resell them to board members at $1. This means that now the price of those shares drops to $1 and you have lost $9 per share. How this can be legal?

Same. If I own 10% of a company, how can the board just decide through some mechanism that I now really own like 8% ?

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

#339

Post by nostrebored »

tyre wrote: post #139
_3u10 wrote: post #117

Earlier quoted context omitted.

Yeah I made 10% getting in after the disclosure was made. I’d actually invest in a twitter owned by Elon and likely ditch all my other profiles too. A platform that makes money and has free speech would be wonderful. Maybe he can steal Rogan from Spotify too.

What’s a concrete example of speech that you’d make which is specifically banned on Twitter?

The interesting thing about Twitter is that people are banned arbitrarily and politically.

Take the case of Megan Murphy, a woman who is in a lawsuit against Twitter. Rules were added to Twitter that were used as a justification for her ban retroactively:

https://www.dhillonlaw.com/lawsuits/meghan-murphy-twitter/

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

#340

Post by bmitc »

hackernewds wrote: post #130
loceng wrote: post #103

Earlier quoted context omitted.

Elon said he'd keep as many shareholders as he's legally allowed to.

"Elon said" is not a stamp of trust anymore. Elon also said TSLA would accept Dogecoin, which he had accumulated prior to communicating it. Then he sold it off. History should be a lesson here, it's almost Deja Vu with Twitter

Reminds me of Erlich Bachman in Silicon Valley saying "I say a lot of things".

https://youtu.be/XM7_eqtljUg

Post reply on HN