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Ask HN: What happened to Twitter poison pill?

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

#161

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's a way for him to essentially flip off the SEC while his fan base cheers along, for doing something that's effectively impossible for the SEC to challenge legally. It's probably worth a lot more than $150mm, as obnoxious as it is imo.

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

#162
post #97

Nobody knows yet why the board relented, but the scuttlebutt seems to be that Twitter arranged an internal valuation once Musk put a price on the company, presumably as justification for an internal plan that they'd announce as their alternative to acquisition, and the valuation actually showed Musk was overpaying for the income Twitter was likely to generate. (If the board hadn't relented, Musk's next step would hav…

Thank you for the most concise, accurate, and unbiased answer I've seen.

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

#163
post #146
post #142

Earlier quoted context omitted.

> Sorry but this is utter nonsense. Can you please make your substantive points without name-calling? There's a site guideline that asks you to do just that. " When disagreeing, please reply to the argument instead of calling names. 'That is idiotic; 1 + 1 is 2, not 3' can be shortened to '1 + 1 is 2, not 3. " https://news.ycombinator.com/newsguidelines.html

What "name-calling" would that be exactly?

I see "Sorry but this is utter nonsense" as ad hominem, a put down, with overtones of a dismissive "wiser" person dismissing out of hand what is said. That effect of this psychological slight outweighs the fact that they did back up their argument afterwards and didn't leave it as just an unsubstantial comment.

Kind of like a microagression: https://en.wikipedia.org/wiki/Microaggression, I think...

Human language and idioms are hard to create rulesets for. Probably "name-calling" is too specific, but "microagression" may not be understood by all. However it is sad if we need to lawyer the guidelines.

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

#164
post #155
post #134

Earlier quoted context omitted.

1: yes. you get cash for your shares. 2: the board is representative of the share holders, like your US Congress person. they have a fiduciary responsibility to give the share holders value. the only reasonable way they could blow up this deal is if twitter had an incredible roadmap with a very good path to matching the value or exceeding the value of Elon's offer. no such roadmap exists, apparently.

2. That doesn't answer my question. Actually, I'm not even sure how it attempted to. I specifically mentioned the "market price". I don't really know how these US congress persons work, and you may as well imply that the idea that they "represent" you is as much bullshit, as Musk-assigned board member represent real shareholders (and I have no problem with this implication), but there surely must be difference (and i…

[deleted]

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

#165
post #155
post #134

Earlier quoted context omitted.

1: yes. you get cash for your shares. 2: the board is representative of the share holders, like your US Congress person. they have a fiduciary responsibility to give the share holders value. the only reasonable way they could blow up this deal is if twitter had an incredible roadmap with a very good path to matching the value or exceeding the value of Elon's offer. no such roadmap exists, apparently.

2. That doesn't answer my question. Actually, I'm not even sure how it attempted to. I specifically mentioned the "market price". I don't really know how these US congress persons work, and you may as well imply that the idea that they "represent" you is as much bullshit, as Musk-assigned board member represent real shareholders (and I have no problem with this implication), but there surely must be difference (and i…

There are stipulations that come with buying shares. In fact when you buy shares, they’re never even actually in your name. They’re like 3 steps removed from you via various holding companies that are basically a bunch of various crap.

One of the stipulations of being a shareholder is that you may be forced to sell your shares under certain circumstances. Nothing illegal about it, even if you don’t like it.

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

#166
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…

Why does the board get to sell my shares?

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

#167
post #103

Earlier quoted context omitted.

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.

A week ago, the Twitter board rejected Musk’s offer to buy Twitter for $54.20 a share. Today, the board accepted Musk’s offer to buy Twitter for $54.20 a share. What is that if not a 180?

They never officially rejected it.

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

#168
post #155
post #134

Earlier quoted context omitted.

1: yes. you get cash for your shares. 2: the board is representative of the share holders, like your US Congress person. they have a fiduciary responsibility to give the share holders value. the only reasonable way they could blow up this deal is if twitter had an incredible roadmap with a very good path to matching the value or exceeding the value of Elon's offer. no such roadmap exists, apparently.

2. That doesn't answer my question. Actually, I'm not even sure how it attempted to. I specifically mentioned the "market price". I don't really know how these US congress persons work, and you may as well imply that the idea that they "represent" you is as much bullshit, as Musk-assigned board member represent real shareholders (and I have no problem with this implication), but there surely must be difference (and i…

It looks like they made a good attempt to answer your question. They are saying that the board's fiduciary duty is what lets them be trusted by the government to sell the company. They are not saying the board decides what a decentralized market would pay each individual shareholder (the stock market does that), but that the board has an obligation to evaluate an offer against the likely future value of the company if it proceeds on its current path. Reading between the lines, the market is essentially a) the current stock price, b) the offer price, c) what the board/SEC/shareholder lawsuit judge thinks is a reasonable difference between A and B.

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

#169
post #96

Earlier quoted context omitted.

Sure, I accept that it's legal in the US. It just seems strange that there isn't some rule saying that the board has to treat shareholders more or less equally. Since the board is elected by the shareholder votes it seems weird that they can just redistribute voting power at will. What if there was some minority shareholder that the other owners disliked for some reason, could they force them out too? Or this power i…

They are treating them equally. Elon has just as much of a right to purchase those shares at the same price as any other shareholder.

Elon would not have the right to purchase the discounted shares. Only shareholders other than the one with > 15% can buy the shares for half off (till they hit the open market, of course).

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

#170

Earlier quoted context omitted.

If that guideline is meant to cover the words “utter nonsense” it is not intuitive to anyone

I think the point is that you can strongly disagree with a statement without painting its author as incompetent. Regardless of whether that was the intent, that's certainly how it reads.

Going one step further, you can strongly disagree with a statement without attaching a value judgement to the other person's argument.

In spirit, this rule should hold even if you aren't attacking the author directly but are disparaging the value of their perspective.

That is simply unnecessary and you can just refute the point directly.

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