Twitter's board didn't know what it meant...
Ask HN: What happened to Twitter poison pill?
101–110 of 303 posts
Re: Ask HN: What happened to Twitter poison pill?
#102During a hostile takeover, someone buys 51% of the shares. They then elect a board of people who will approve whatever they want. Then they can do things like 'merge' the company with some other company they own at a board-approved value-per-share. That value will be much lower than what they paid per share when buying it on the open market, but not so low that the government gets involved. Eg: Musk buys the shares a…
Your reply merely clarifies that this sale is not a hostile takeover. It doesn’t seem to answer the question, “What caused the board to change the direction 180 and now closing the deal with Musk?”
Re: Ask HN: What happened to Twitter poison pill?
#103During a hostile takeover, someone buys 51% of the shares. They then elect a board of people who will approve whatever they want. Then they can do things like 'merge' the company with some other company they own at a board-approved value-per-share. That value will be much lower than what they paid per share when buying it on the open market, but not so low that the government gets involved. Eg: Musk buys the shares a…
Your reply merely clarifies that this sale is not a hostile takeover. It doesn’t seem to answer the question, “What caused the board to change the direction 180 and now closing the deal with Musk?”
The pill was put in place to prevent a hostile takeover, not to prevent any sale. Twitter accepting the offer does not constitute a 180.
Re: Ask HN: What happened to Twitter poison pill?
#104The poison pill was intended to prevent a takeover without the board’s approval (buying 51% on the open market) The board is negotiating an approved takeover which is entirely different I.e. the board was saying “you can only buy Twitter if we say so” There was no reversal of intentions
This is simply wrong. The board outright rejected musk's offer and instituted a poison pill to prevent a hostile takeover of twitter by musk. So elon simply bypassed the board of directors and went to the major shareholders. It is the major shareholders who has final say, not the board of directors. Elon convinced enough of the major shareholders to accept his deal and once that happened, the board of directors has n…
This is not correct. The board negotiated a deal with Elon after putting the poison pill into effect. If Elon had made a deal directly with the stockholders, that would have triggered the poison pill. He surely spoke with and lobbied the stockholders for support, but the deal he agreed to was approved by the board.
Re: Ask HN: What happened to Twitter poison pill?
#105money
Re: Ask HN: What happened to Twitter poison pill?
#106Earlier quoted context omitted.
> The board represents ALL the shareholders, after all. This is the part I don't get. The person who bought 51% of shares is also a shareholder. How come the board can discriminate against a single owner like this, just taking away their shares by force. Could they do it to any existing owner if they wanted?
The poison pill is to make it so that the person can't ever get 51% because it's not good for everyone else. The 'short answer' to the question of 'why no poison pill' is simply because the Board reached some kind of agreement with Musk. I like Musk when he's in his lane, I don't see any good coming from this. Everyone is nuts to talk about 'shareholders' - who cares? As a 'consumer' - I want a good service and cheap…
> As a 'consumer' - I want a good service and cheap (i.e. free) with no ads.
And I want world peace, people to start using their turn signals, and a pony.
We can want whatever we like. Doesn’t mean the world is going to, or even capable of delivering it.
Re: Ask HN: What happened to Twitter poison pill?
#107Earlier quoted context omitted.
This is simply wrong. The board outright rejected musk's offer and instituted a poison pill to prevent a hostile takeover of twitter by musk. So elon simply bypassed the board of directors and went to the major shareholders. It is the major shareholders who has final say, not the board of directors. Elon convinced enough of the major shareholders to accept his deal and once that happened, the board of directors has n…
This is not correct. The board negotiated a deal with Elon after putting the poison pill into effect. If Elon had made a deal directly with the stockholders, that would have triggered the poison pill. He surely spoke with and lobbied the stockholders for support, but the deal he agreed to was approved by the board.
> but the deal he agreed to was approved by the board.
Yeah, probably as qiskit suggested, because the major shareholders told the board to pull their heads in and take the money.
Re: Ask HN: What happened to Twitter poison pill?
#108> What caused the board to change the direction 180 and now closing the deal with Musk? Enough of the large shareholders behind the scenes backed the deal for whatever reason. Who, what and why? We'll never get the real story. Not in any newspaper, blog or whatever. I'm sure we'll get some fanciful stories, but that's all it'll be. Fanciful stories. The board of directors aren't the ones that have the final say. It's…
The shareholder's control over Twitter is not as direct as you are suggesting. Even if 100% of shareholders were supportive of Elon's deal, they could not immediately force the board to accept the offer. If the board refused to approve the deal, the shareholders' mechanism of control would be to elect new directors. But the company's bylaws do not allow for that to be done immediately. They would have to vote at the next annual meeting. And I believe Twitter has the protection of a staggered board of directors, meaning that only a portion of the board is up for election in any year. The end result is that it would take several years for the shareholders to elect a new board in place to then vote in favor of the sale.
Re: Ask HN: What happened to Twitter poison pill?
#109It was a choice. After talking to Musk, the board decided to take the money and not trigger the poison pill. That's all.
Re: Ask HN: What happened to Twitter poison pill?
#110During a hostile takeover, someone buys 51% of the shares. They then elect a board of people who will approve whatever they want. Then they can do things like 'merge' the company with some other company they own at a board-approved value-per-share. That value will be much lower than what they paid per share when buying it on the open market, but not so low that the government gets involved. Eg: Musk buys the shares a…
Your reply merely clarifies that this sale is not a hostile takeover. It doesn’t seem to answer the question, “What caused the board to change the direction 180 and now closing the deal with Musk?”
The threat of the poison pill was likely just a negotiating tactic.
It is like when an athlete's agent puts out a press release about how the player doesn't feel valued at the current club, etc, etc when they're in the middle of negotiations making it seem like they're very open to jumping ship and stirring up a groundswell of emotions from the fans. But really they're just looking for a bit more in their contract. Deal closes, player signs, the statements are forgotten in a week or two.
We'll probably never know exactly what the points of contention were in the twitter deal.