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

Ask HN: What happened to Twitter poison pill?

news.ycombinator.com

Post reply on HN
Print view View original

121–130 of 303 posts

Re: Ask HN: What happened to Twitter poison pill?

#121

Post by mabbo »

archon wrote: post #64
mabbo wrote: post #63

During 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…

I just wanted to thank you for this. This is the most succinct and easy-to-understand-for-non-investors explanation of the concept I've seen and now I think I finally understand it.

I learned all of this (and so much more) from Matt Levine's "Money Stuff" newsletter. I cannot recommend it enough.

Re: Ask HN: What happened to Twitter poison pill?

#122

Post by treeman79 »

egeozcan wrote: post #68
colonwqbang wrote: post #65

Earlier 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?

As I understand, this happens before anyone acquires 51 percent.

The current board of twitter barely owns any shares.

https://www.barrons.com/amp/articles/how-twitter-board-stock...

Re: Ask HN: What happened to Twitter poison pill?

#123

Post by jalonso510 »

qiskit wrote: post #117
jalonso510 wrote: post #108

Earlier quoted context omitted.

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…

Quoted post unavailable.

The classified board structure is available for you to read about in their public filings and the Twitter investor relations site. It's not fanciful or nonsense - it's a commonly used takeover defense that Twitter put into effect several years ago. I don't know why Twitter's board accepted the deal, I'm just talking about the defenses in place and how they all worked. Apologies if that offended you somehow.

Re: Ask HN: What happened to Twitter poison pill?

#126

Post by qiskit »

jalonso510 wrote: post #123
qiskit wrote: post #117

Earlier quoted context omitted.

Quoted post unavailable.

The classified board structure is available for you to read about in their public filings and the Twitter investor relations site. It's not fanciful or nonsense - it's a commonly used takeover defense that Twitter put into effect several years ago. I don't know why Twitter's board accepted the deal, I'm just talking about the defenses in place and how they all worked. Apologies if that offended you somehow.

No post body was provided.

Re: Ask HN: What happened to Twitter poison pill?

#127

Post by dogecoinbase »

qiskit wrote: post #114
jalonso510 wrote: post #104

Earlier quoted context omitted.

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.

> The board negotiated a deal with Elon after putting the poison pill into effect. There was no "negotiation" with the board. Elon just made an unsolicited offer and said take it or leave it. The board "left it" and yet here we are. > If Elon had made a deal directly with the stockholders, that would have triggered the poison pill. What? That's not how poison pills work. Poison pills exist to prevent hostile takeover…

I know it's a big ask, but it would be kind of nice if HN added a flag context situation so one could flag a comment as "has literally no idea about how corporations work" rather than just a generic flag.

Re: Ask HN: What happened to Twitter poison pill?

#129

Post by s1artibartfast »

NovemberWhiskey wrote: post #70
NovemberWhiskey wrote: post #17

Earlier quoted context omitted.

I mean, you have to respect Elon's consistency, if not the substance - "funding secured" filing to the SEC on 04/20 for an offer at $54.20.

It's amazing. You have to think that $54.20 is a number that Musk insisted on just for a prank. Do we seriously believe that the deal wouldn't have been done at a round $54? If you think it could, that's Musk overspending by >$150M in order to make a pot joke.

It is very on brand.

Musk has a flair for showmanship and a track record of converting memes into cash.

I think Elon Musk's Raodster[1] was the most amazing piece of cross-brand marketing in history. I couldn't even speculate how much it added to both Tesla and SpaceX valuations.

https://en.wikipedia.org/wiki/Elon_Musk%27s_Tesla_Roadster

Post reply on HN