9 ms·

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,

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.

bigiain 4y ago
> but the deal he agreed to was approved by the board. Yeah, probably as qiskit suggested, because the major shareholders told the board to pull their heads in and take the money.
- dundarious 4y ago
  Given the context of this discussion is a question about why the poison pill didn’t prevent this bid from succeeding, I think it doesn’t matter whether the board accepted because of negotiations with Musk (willingly) or because of shareholder pressure (through gritted teeth). The point is, the board approved the deal so the poison pill didn’t trigger. If they rejected the deal, the poison pill would still be a factor. At least that’s my understanding.
qiskit 4y ago
> 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 takeovers. It isn't there to prevent someone from talking to the stockholders. If the stockholders agree to the deal, it is no longer a hostile takeover. > He surely spoke with and lobbied the stockholders for support, but the deal he agreed to was approved by the board. Yes. The deal was first rejected by the board. And then the deal was approved by the board. Why do you think that was? What made the board change their minds? I wonder. You might have a point if elon raised his offer from $54.20 to a much higher number. But all reporting indicates he didn't change his offer. Of course the deal was approved by the board. My point is that the shareholders made them approve the deal.
- dogecoinbase 4y ago
  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.
  - potsandpans 4y ago
    as someone with limited understanding of how corporations work, i had a hard time understanding who was factually correct in the exchange.
    - dogecoinbase 4y ago
      So, as a rough, the board determines what happens, and the shareholders can notionally replace the board. The board _can_ listen to the shareholders, but are by no means obligated to and in the case of Twitter in particular, the board elections happen on a staggered rotating basis so even a majority shareholder could not immediately replace enough of the board to obtain a majority.
      - tempnow987 4y ago
        This is totally false. The board owes a fiduciary duty to shareholders. It is almost certain that if they imploded the deal for political reasons that places like florida would have sued. You really don't know how this works. https://www.youtube.com/watch?v=98EzC_1GvGE https://www.youtube.com/watch?v=98EzC_1GvGE There have been tons of cases about this, where boards ignore rights of shareholders or those with minority interests.
        dogecoinbase 4y ago
        The fiduciary duty exceeds expressed shareholder preferences -- if the board believes that a particular action is not likely to improve value, they don't have to do it, even if all their shareholders tell them to (though, of course, they might be likely to be voted out in the next election for same).
farmerstan 4y ago
Lol this is completely wrong.

bigiain 4y ago

> but the deal he agreed to was approved by the board. Yeah, probably as qiskit suggested, because the major shareholders told the board to pull their heads in and take the money.

dundarious 4y ago
Given the context of this discussion is a question about why the poison pill didn’t prevent this bid from succeeding, I think it doesn’t matter whether the board accepted because of negotiations with Musk (willingly) or because of shareholder pressure (through gritted teeth). The point is, the board approved the deal so the poison pill didn’t trigger. If they rejected the deal, the poison pill would still be a factor. At least that’s my understanding.

qiskit 4y ago

> 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 takeovers. It isn't there to prevent someone from talking to the stockholders. If the stockholders agree to the deal, it is no longer a hostile takeover. > He surely spoke with and lobbied the stockholders for support, but the deal he agreed to was approved by the board. Yes. The deal was first rejected by the board. And then the deal was approved by the board. Why do you think that was? What made the board change their minds? I wonder. You might have a point if elon raised his offer from $54.20 to a much higher number. But all reporting indicates he didn't change his offer. Of course the deal was approved by the board. My point is that the shareholders made them approve the deal.

dogecoinbase 4y ago
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.
- potsandpans 4y ago
  as someone with limited understanding of how corporations work, i had a hard time understanding who was factually correct in the exchange.
  - dogecoinbase 4y ago
    So, as a rough, the board determines what happens, and the shareholders can notionally replace the board. The board _can_ listen to the shareholders, but are by no means obligated to and in the case of Twitter in particular, the board elections happen on a staggered rotating basis so even a majority shareholder could not immediately replace enough of the board to obtain a majority.
    - tempnow987 4y ago
      This is totally false. The board owes a fiduciary duty to shareholders. It is almost certain that if they imploded the deal for political reasons that places like florida would have sued. You really don't know how this works. https://www.youtube.com/watch?v=98EzC_1GvGE https://www.youtube.com/watch?v=98EzC_1GvGE There have been tons of cases about this, where boards ignore rights of shareholders or those with minority interests.
      - dogecoinbase 4y ago
        The fiduciary duty exceeds expressed shareholder preferences -- if the board believes that a particular action is not likely to improve value, they don't have to do it, even if all their shareholders tell them to (though, of course, they might be likely to be voted out in the next election for same).

farmerstan 4y ago

Lol this is completely wrong.