Twitter's all hands meeting to discuss the Elon Musk hostile takeover just wrapped up! Whaddya think they talked about, guise? (see too comment)
(media.greatawakening.win)
BREAKING NEWS
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Brian Cates:
The staff is going to insist the board turn Musk’s offer down.
They see themselves as the tip of the spear in the culture war.
They actually want to expand all the censorship they’ve been doing, exert more control over the flow information and dialogue on the platform.
They’ll threaten a mass walkout if the board takes the offer. Many of them will refuse to work for Elon Musk as he changes the censorship regime they’ve put a lot of effort into building.
But if the board doesn’t take the offer?
Elon dumps his stock and destroys Twitter.
So it’s a hostile takeover or obliteration.
I like these choices.
[starts popping 🍿]
Cognitive Carbon:
I saw this coming. When the tussle happened over Elon joining the board as the largest minority shareholder, the pushback from Parag was something along the lines of "well, we'd welcome you the board, surely! Hehe. But, see...there's this fiduciary responsibility thing, don't you know, where as a board member you can't Tweet things that 'harm' the company and reduce shareholder value. So...you're welcome to join the board! On our terms! "
The rest was a foregone conclusion. If he tenders an offer above market (which he did) and they turn it down, it is their breech of fiduciary responsibility that now comes into play. They cannot turn it down. They must accept, or find a better offer (which they won't get.) So he buys the whole thing, and then fires the board and all the officers.
Checkmate
As the CEO and majority shareholder of a then-privately held Twitter, do you know what stops Elon from merging it with DWAC? If you said "nothing"...you'd be close to right.
Board has a fiduciary duty to do whats best for INVESTORS not the crybaby faggots that work there. If an offer at 30% over value is not in the investors best interest I don't know what is.
But what happens if the board breaks their fiduciary obligation? Are there some penalties? Suppose they refuse Musk bid and Musk drops all his shares, destroying Twitter, does the SEC prosecute the Twitter board or something?
They can be personally sued. The board D&O can cover, but ultimately there is a cap - it is why board members are encouraged to buy personal umbrella coverage.
Good summary:
https://www.thehartford.com/management-liability-insurance/d-o-liability-insurance/explained