There's nothing to poison. The board wants this.
Ask HN: What happened to Twitter poison pill?
201–210 of 303 posts
Re: Ask HN: What happened to Twitter poison pill?
#202Earlier quoted context omitted.
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. D…
The thing is though that the price stayed the same. Elon didn't raise his price so their plan backfired? Unless you mean some additional benefits that they get?
Re: Ask HN: What happened to Twitter poison pill?
#203Earlier 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…
> Everyone is nuts to talk about 'shareholders' - who cares? As a 'consumer' - I want a good service and cheap (i.e. free) with no ads. I have zero interest in 'shareholders' of a company I'm not a shareholder in, other than legal protections.
Shareholders own the company. Which is why people care what they think.
I have preferences for how my neighbors manage and maintain their properties, but since I don’t actually own those properties, my preferences don’t mean a lot.
As a customer of a company, I can decide whether I’m getting my money’s worth. As a general observer I might have an opinion about whether the company makes the world a better place. So shareholders shouldn’t be the only story. But I don’t think it’s strange to focus on what the shareholders think, or for the company’s owners to decide on corporate direction.
Re: Ask HN: What happened to Twitter poison pill?
#204Earlier quoted context omitted.
Sorry but this is utter nonsense. 51% of a company is not some magic ticket that allows you to do basically anything (including screwing the other 49%). It just doesn't work that way. There are certain thresholds that allow you to do more and more things but if you're in control of a company you still have a fiduciary duty to the other shareholders, even small minority shareholders. This is why minority shareholder l…
51% of valid votes is a magic number that allows you to do basically anything (including screwing the other 49%).
This is not true! Stock is not a blockchain!
Re: Ask HN: What happened to Twitter poison pill?
#205Earlier quoted context omitted.
>If anybody makes them sell at any price that's less than what they want — it's a robbery. No, this incorrect. Pending a shareholder vote, the board of a company can force you to accept an amount they determine to revoke the validity of your shares. If the value per share (which they decide) of a specific class of shares is not so low as to illicit concern from regulators then it's all above board.
It seems you don't understand the question. I understand that the board can decide value per share. Basically everyone in this thread said this at least once, which is unnecessary, since that's basically what was stated in the root post, and that's why I asked the question in the first place! The question is how this is supposed to be fair. Because, once again, if you make me to sell my property for anything less tha…
Thanks for asking, I had the same question and I thought it was some NYSE agreement I agreed to with Robinhood when I signed up.
Re: Ask HN: What happened to Twitter poison pill?
#206Earlier quoted context omitted.
>If anybody makes them sell at any price that's less than what they want — it's a robbery. No, this incorrect. Pending a shareholder vote, the board of a company can force you to accept an amount they determine to revoke the validity of your shares. If the value per share (which they decide) of a specific class of shares is not so low as to illicit concern from regulators then it's all above board.
It seems you don't understand the question. I understand that the board can decide value per share. Basically everyone in this thread said this at least once, which is unnecessary, since that's basically what was stated in the root post, and that's why I asked the question in the first place! The question is how this is supposed to be fair. Because, once again, if you make me to sell my property for anything less tha…
> what is the underlying legal idea, that makes this supposedly "fair deal"?
If you don't trust the board to do right by you, you are free to (and should) sell your shares.
> if you make me to sell my property ...
zwily explained above ( https://news.ycombinator.com/item?id=31162992 ) shares are not your property.
> US equities, corporate and municipal bonds can be issued in certificated form, though this practice has been largely replaced due to the costs and inefficiencies of keeping them. Rather holdings are kept as "immobilized" or "street name", with the beneficial owners keeping them in accounts at broker-dealers and banks, just as they do for currencies. DTCC uses a nominee firm, Cede & Co., in whose name a share certificate is held in the DTCC vaults. Each day DTCC reconciles with the relevant transfer agent the number of shares held in its accounts for its member banks and broker-dealers. In turn, other banks and broker-dealers hold accounts with DTCC member firms, creating a chain of ownership down to the beneficial owner.
https://en.wikipedia.org/wiki/Securities_market_participants...
Re: Ask HN: What happened to Twitter poison pill?
#207Earlier quoted context omitted.
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 an…
No calling an argument "utter nonsense" doesn't imply anything about the person making the argument. You may think it is ad hominem but technically it simply isn't since it isn't directed to a person but rather their argument. However, in this context, calling their argument "utter nonsense" is utterly unnecessary and only serves to up the ante.
Good point (I might be replying to edited version?)
Re: Ask HN: What happened to Twitter poison pill?
#208During 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…
1. How does that look for a random TWTR holder far away from SV? One day his broker just informs him that there are no longer securities on his account, but that account has received some cash? 2. Why is it even allowed (by the government) to decide the share price at the board meeting? These shares don't belong to them, somebody has purchased them already. And these people have decided what the shares are worth, tha…
I have first hand experience of an Australian ASX company being taken private:
In that Instance it was decided by a share holder vote after board negotiations.
Then you get a cheque for the money once it's agreed and gone through.
Happens very quickly with no fuss. All very efficient.
And that's that.
I wonder if the NASDAQ or similar in the US requires a share holder vote?
Re: Ask HN: What happened to Twitter poison pill?
#209Earlier quoted context omitted.
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. D…
The thing is though that the price stayed the same. Elon didn't raise his price so their plan backfired? Unless you mean some additional benefits that they get?
It could just be a reflexive "no" until they had time to evaluate. Things that changed since Musk's original surprise announcement are 1) Twitter probably evaluated its future plans and worth, 2) Musk was forced to reveal concrete financing plans to prove it wasn't an offhand joke or a hostile takeover (recall, he bought a lot of shares in secret, which is an alarming sign), and 3) the stock market in general, and probably shareholders, reacted positively, which signals to the board the deal was worth doing.
Re: Ask HN: What happened to Twitter poison pill?
#210Earlier quoted context omitted.
>If anybody makes them sell at any price that's less than what they want — it's a robbery. No, this incorrect. Pending a shareholder vote, the board of a company can force you to accept an amount they determine to revoke the validity of your shares. If the value per share (which they decide) of a specific class of shares is not so low as to illicit concern from regulators then it's all above board.
It seems you don't understand the question. I understand that the board can decide value per share. Basically everyone in this thread said this at least once, which is unnecessary, since that's basically what was stated in the root post, and that's why I asked the question in the first place! The question is how this is supposed to be fair. Because, once again, if you make me to sell my property for anything less tha…
Other people have tried to explain this in many ways, but I'll take a stab in a different direction.
When you purchase stock in a company, you agree to certain governance principles, rights and responsibilities. Those principles outline an individual shareholder's rights in the event of an acquisition.
Basically, you agree to those terms when you purchase the stock. If you don't like your rights, don't purchase the stock. If you own a stock and don't believe the governance structure has your best interests in mind, sell it.