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

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

#401
> Twitter noted that the rights plan would not prevent the board from accepting an acquisition offer if the board deems it in the best interests of the company and its shareholders.

It's more like an insurance policy, it doesn't mean they're not going to sell if the offer is attractive enough.

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

#402

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

Read some Matt Levine, he's way more articulate and makes finance quite fun. But if I were to take a stab at it: The market has been so weird recently that stock splits - which according to previous theoretical belief do not create shareholder value - have in fact increased the share price for extended periods. So issuing stock for whatever reason (high price, poison pill) could be seen as shareholder maximizing. One…

I agree stock splits broaden your investor base because you are now more affordable. It's psychological magic.

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

#404
post #343

Earlier quoted context omitted.

They can always do that, by just issuing more shares. In fact, if you buy X shares, the percentage of the company you own could well decline over time. Or increase, in the case of stock buybacks.

Are there guardrails on this? This comment makes it sound like the board can print their own money.

> Are there guardrails on this?

If you've ever wondered why corporations have authorized and issued shares, there you go. Increasing the authorized share count requires a shareholder vote. Issuing shares under that cap does not. When shareholders increase the number of authorized shares, they are delegating that decision making to the Board.

It wasn't always like this. But as finance sped up, particularly towards the end of the 19th century, a railroad company which had to hold a shareholder vote to raise emergency equity because their free banking deposits in Nevada went bust would find itself systematically outmaneuvered by the ones who had pre-approval to plug the hole. As a result, most corporations now authorize the maximum number of shares reasonably possible, in almost all cases only moderated by some states' franchise taxes varying by number of shares.

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

#405

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

Not really, as a counter argument, there is every reason to believe that Musk will make a mockery of twitter and run it into the ground. A social media platform with a lot of responsibility is not for someone as egotistical as Musk. If Zuckerberg is bad, Musk could be catastrophic.

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

#406
post #57

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

Are you going to sell? If not, why not?

I'm not. Though I wouldn't have been too upset to pocket a 20+% gain, I bought at the start of 2022, bolstered by Jack's ouster. They need to figure out a paid tier for celebrity accounts, cut the fat from the staff (it's really not that complex a piece of software relatively speaking), and get profitable. Scott Galloway saw the potential well before Musk got involved.

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

#407

I don’t understand how any board can implement a “poison pill”, not just Twitter but Netflix and others, and not be found working against the interest of shareholders. Can anyone help me understand? You’re categorically changing the profile of the stock. This has a chilling effect on large investors, including but not limited just to Musk, right? Vanguard, for example, has just had its range of further investment lim…

If I was a member of Twitter's board, Musk's history of erratic public behavior, SEC settlement, and openly hostile attitude towards the company's employees would be more than sufficient to justify my belief that his controlling ownership would not be in the interest of the current average shareholder. That opinion would also be consistent with how "fiduciary duty" is interpreted by US regulators: companies are not r…

It doesn't have to be complicated. The shareholders should have a right to decide through a proxy vote on whether to accept the offer

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

#408

How are poison pills legal? If the board can make arbitrary rules can’t they just zero out Musks or anyone else’s shares right now? Or say “Anyone with the last name of Musk now owns type D share with 1/100th ownership value”. Poison pills seems pretty close to doing just that.

From ArsTechnica: “Even before Friday, Twitter had bylaws that "could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors," the company said in a February 2022 SEC filing. That includes "a classified board of directors whose members serve staggered three-year terms," and the ability to "authoriz[e] 'blank check' preferred stock, which could…

As potential regular shareholder any of that type provisions just sounds extremely scary and overreaching...

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

#409

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

Not really, as a counter argument, there is every reason to believe that Musk will make a mockery of twitter and run it into the ground. A social media platform with a lot of responsibility is not for someone as egotistical as Musk. If Zuckerberg is bad, Musk could be catastrophic.

The shareholders no longer care what happens to Twitter once they are shareholders no longer. (Except insofar as they are Twitter users.)

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

#410

Earlier quoted context omitted.

Not really, as a counter argument, there is every reason to believe that Musk will make a mockery of twitter and run it into the ground. A social media platform with a lot of responsibility is not for someone as egotistical as Musk. If Zuckerberg is bad, Musk could be catastrophic.

The shareholders no longer care what happens to Twitter once they are shareholders no longer. (Except insofar as they are Twitter users.)

That need not be what the board wants and long term shareholders want. This pressure to accept an offer is for institutional (hedge funds) and short term investors. This thought process is similar to when the company decides to invest in the business at the expense of stock buy backs for example, the way Bezos ran Amazon for a long time.
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