tysker said:

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There's also no reason why his tender offer wouldn't hold a condition that the current board be fired, and that the rights plan be terminated. Then he sets up a proxy war to get the board smoked. The board has no voting power, so no personal defense.

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The 'board recommends you for for/against shareholder proposals' language included in these types of proxies/offerings has always been susceptible to internal bias. Funny how people are learning about these sort of conflicts of interest given the notoriety and userbase of the target


eta: This is also different in that the BoD have little to no stake in the company whereas Musk has millions of $ tied up and willing to buy the whole thing a 15-20% premium. Not sure how the BoD survives this either way. Its like they are using their customers users product to influence financial markets. As if TWTRs users product is smarter than investors

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aggiehawg said:

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The value of Twitter to control the zeitgeist? Who is going to pay for that?

Twitter is worth about $30 a share without Musk, and is trending down.

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Soros alone has wasted billions and billions on far less. If it is about control?

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BusterAg said:

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tysker said:

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There's also no reason why his tender offer wouldn't hold a condition that the current board be fired, and that the rights plan be terminated. Then he sets up a proxy war to get the board smoked. The board has no voting power, so no personal defense.

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The 'board recommends you for for/against shareholder proposals' language included in these types of proxies/offerings has always been susceptible to internal bias. Funny how people are learning about these sort of conflicts of interest given the notoriety and userbase of the target


eta: This is also different in that the BoD have little to no stake in the company whereas Musk has millions of $ tied up and willing to buy the whole thing a 15-20% premium. Not sure how the BoD survives this either way. Its like they are using their customers users product to influence financial markets. As if TWTRs users product is smarter than investors

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Does that matter if you have 51% of the voting stock in your pocket, right?

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BusterAg said:

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aggiehawg said:

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Quote:

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The value of Twitter to control the zeitgeist? Who is going to pay for that?

Twitter is worth about $30 a share without Musk, and is trending down.

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Soros alone has wasted billions and billions on far less. If it is about control?

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Sure. Let him step up to the plate. He has to play by the same rules as Musk at this point, unless he agrees to acquire twitter and the board agrees. None of this Rights Plan stuff happens under a "Merger" scenario.

We'll see, though.

I think that Twitter is worth even less now that they can't pretend that they are not biased. If they restrict another GOP politician again, what are they going to tell Congress when section 230 issues come back up?

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tysker said:

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BusterAg said:

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tysker said:

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Quote:

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There's also no reason why his tender offer wouldn't hold a condition that the current board be fired, and that the rights plan be terminated. Then he sets up a proxy war to get the board smoked. The board has no voting power, so no personal defense.

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The 'board recommends you for for/against shareholder proposals' language included in these types of proxies/offerings has always been susceptible to internal bias. Funny how people are learning about these sort of conflicts of interest given the notoriety and userbase of the target


eta: This is also different in that the BoD have little to no stake in the company whereas Musk has millions of $ tied up and willing to buy the whole thing a 15-20% premium. Not sure how the BoD survives this either way. Its like they are using their customers users product to influence financial markets. As if TWTRs users product is smarter than investors

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Does that matter if you have 51% of the voting stock in your pocket, right?

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It doesnt. I just find this to be a strange scenario whereby a lot of non-financially literate people are learning about BoD relationships to shareholders, proxy fights, shareholder proposals etc. simply because a guy like Musk is taking over a company like TWTR,

BoDs often know how votes will shake out even before proxy gets sent to Edgar but this feels totally up for grabs. And it almost feels like the BoD is using its customer/user base as a proxy to fight the proxy. Funny how a typically mundane proxy fight could be so interesting to watch unfold.

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Q: "There's a whole generation coming through that seem really sad about the future. What would you say to them?" - @TEDchris

A: "Well I think if you want the future to be good you must make it so. Take action to make it good, and it will be." - @elonmusk pic.twitter.com/pFkGkmXuTX

— Dave Lee (@heydave7) April 18, 2022

themissinglink said:

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Red-pilled Jack Dorsey?

and you all are selling hope?

— jack⚡️ (@jack) April 19, 2022

I know this from being on the streets of Ferguson during the protests and watching them try to create conflict and film it causing the protestors to chant “fuck CNN”

— jack⚡️ (@jack) April 19, 2022

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The problem for the Board members is that they could find themselves in court if their anti-free speech stance continues to stand in the way of shareholder profits. Such a lawsuit could be a bellwether for shareholder opposition to boards pursuing Environmental, Social, and Governance (ESG) policies over profits.

The Board responded to the Musk offer with what sounded like a suicide pact to swallow a "poison pill" to sell new shares to drive down share values. While a standard tactic to fend off hostile takeovers, Twitter made it clear that it would not be forced into free speech after making the company synonymous with censorship.

They were joined by liberal commentators who declared that it was not just Twitter but democracy itself that could fall if free speech were allowed to breakout. The Washington Post's Max Boot declared that "for democracy to survive, we need more content moderation, not less."

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Twitter CEO Parag Agrawal has maintained that he wants to steer the company beyond free speech and that the issue is not who can speak but "who can be heard." The question, however, is whether shareholders will be heard by a Board that has decided to make censorship (or "content modification") a critical goal of the company.

As I discussed earlier, boards are legally obligated to act in the best interest of shareholders. That fiduciary duty has long been ignored as Twitter undermined its own product by writing off conservatives through openly biased censorship. The managers and employees seem to view the company as a vehicle of their anti-free speech values despite artificially driving down users who have either been banned or deterred by its intolerance for dissenting views.

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This fight is coming at a time when many academics are questioning the traditional view that boards and management should be committed to the overriding purpose of maximizing value for shareholders." Rather they argue that corporate figures should focus on advancing Environmental, Social, and Governance (ESG) principles.

The result can be aligning corporate identity with controversial political positions like Disney's recent opposition to the Florida's parental rights bill on education, a move that has led to boycotts and possible retaliatory legislation. Such political agendas come at a cost and some shareholders may allege that they are being asked to effectively bankroll the social or political agenda of corporate officials.

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ESG policies have already led to litigation, including shareholder demands for greater transparency or ESG commitment from companies. Conversely, shareholders could argue that the political views of corporate officers are being pursued over the profits of the company.

Such lawsuits on both sides can be difficult. Shareholders may allege a breach of the "duty of loyalty," but must show that the officials acted in a self-interested manner or in bad faith. Alternatively, they could argue a breach of the "duty of care," which requires a showing that the officials acted in a grossly negligent manner.

Twitter may be getting precariously close to such a breach if Musk improves his offer as the Board continues to pass around the poison pills.

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The tweets make it sound like Twitter employees are the modern equivalent of the defenders of Masada, the Jewish fighters who chose mass suicide over capture by the Romans in 73 C.E. Of course, shareholders may not be as eager to embrace financial suicide. Moreover, when it comes to free speech, Twitter is the encircling hostile army. This is like the Roman army threatening suicide.

That is why this fight could prove so important. Twitter's CEO and Board decided a long time ago to pursue woke policies over profits. They are selling censorship to a public that wants more free speech. They are not alone. Facebook is actually running commercials trying to convince people to embrace censorship as a new generation that wants their views modified by corporate guardians.

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will25u said:

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Didn't Elon give them until 4/20 when he said he was rescinding his offer?

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Such lawsuits on both sides can be difficult. Shareholders may allege a breach of the "duty of loyalty," but must show that the officials acted in a self-interested manner or in bad faith. Alternatively, they could argue a breach of the "duty of care," which requires a showing that the officials acted in a grossly negligent manner.

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BuddysBud said:

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will25u said:

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Didn't Elon give them until 4/20 when he said he was rescinding his offer?

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It seems like the clock is ticking against the BOD. They have to do something because if Musk pulls out and dumps his shares at once, the stock price will collapse.

Then remaining shareholders have a huge case against the BOD for intentionally destroying their investment rather than doing their fiduciary duties.

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schmellba99 said:

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BuddysBud said:

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will25u said:

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Didn't Elon give them until 4/20 when he said he was rescinding his offer?

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It seems like the clock is ticking against the BOD. They have to do something because if Musk pulls out and dumps his shares at once, the stock price will collapse.

Then remaining shareholders have a huge case against the BOD for intentionally destroying their investment rather than doing their fiduciary duties.

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You are assuming the shareholders are concerned about their investment over being uber woke and whatever else. 100% there are many shareholders that have absolutely no issue losing every penny of their investment in ****ter if it means that their overlords retain control and it remains an echo chamber of communism and retains its status as the gutter of society.

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aTmAg said:

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Isn't Jack Dorsey still a huge owner? And he's pals with Musk. If Musk rescinds his offer, then can't Dorsey sue the BOD? Didn't they basically kick him off the board? I can see him being bitter about that.

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American Hardwood said:

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aTmAg said:

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Isn't Jack Dorsey still a huge owner? And he's pals with Musk. If Musk rescinds his offer, then can't Dorsey sue the BOD? Didn't they basically kick him off the board? I can see him being bitter about that.

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It was posted earlier. I think it was something like 2.9% ownership.

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What's more important for social media platforms - free speech or moderating content?

All - Speech
Rep - Speech
Dem - Moderation
Ind - Speech
Men - Speech
Women - Moderation
White - Speech
Black - Moderation
Hisp/Other - Speechhttps://t.co/QN74uZZ7rN@paraga @elonmusk pic.twitter.com/5VeQCkcVRY

— Rasmussen Reports (@Rasmussen_Poll) April 19, 2022

*MUSK WILLING TO INVEST $10B-15B OWN CASH FOR TWITTER BID: NYP

— zerohedge (@zerohedge) April 19, 2022

Did Musk just dump TWTR

— zerohedge (@zerohedge) April 19, 2022

schmellba99 said:

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BuddysBud said:

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will25u said:

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Didn't Elon give them until 4/20 when he said he was rescinding his offer?

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It seems like the clock is ticking against the BOD. They have to do something because if Musk pulls out and dumps his shares at once, the stock price will collapse.

Then remaining shareholders have a huge case against the BOD for intentionally destroying their investment rather than doing their fiduciary duties.

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You are assuming the shareholders are concerned about their investment over being uber woke and whatever else. 100% there are many shareholders that have absolutely no issue losing every penny of their investment in ****ter if it means that their overlords retain control and it remains an echo chamber of communism and retains its status as the gutter of society.

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will25u said:

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What's more important for social media platforms - free speech or moderating content?

All - Speech
Rep - Speech
Dem - Moderation
Ind - Speech
Men - Speech
Women - Moderation
White - Speech
Black - Moderation
Hisp/Other - Speechhttps://t.co/QN74uZZ7rN@paraga @elonmusk pic.twitter.com/5VeQCkcVRY

— Rasmussen Reports (@Rasmussen_Poll) April 19, 2022

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chase128 said:

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schmellba99 said:

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BuddysBud said:

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will25u said:

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Didn't Elon give them until 4/20 when he said he was rescinding his offer?

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It seems like the clock is ticking against the BOD. They have to do something because if Musk pulls out and dumps his shares at once, the stock price will collapse.

Then remaining shareholders have a huge case against the BOD for intentionally destroying their investment rather than doing their fiduciary duties.

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You are assuming the shareholders are concerned about their investment over being uber woke and whatever else. 100% there are many shareholders that have absolutely no issue losing every penny of their investment in ****ter if it means that their overlords retain control and it remains an echo chamber of communism and retains its status as the gutter of society.

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I really doubt most of the shareholders are going to bring up a case against the BOD. Musk shouldn't rely on them being a threat to the BOD in his calculations.

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