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Interesting that he filed his >5% report on Schedule 13G rather than Schedule 13D, and has checked the box for the exemption in Rule 13d-1(c)[1]. This exemption
by matthewmcg 5y ago
Interesting that he filed his >5% report on Schedule 13G rather than Schedule 13D, and has checked the box for the exemption in Rule 13d-1(c)[1]. This exemption requires that he "has not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect."
If he's indeed seeking to participate actively in changing things at Twitter, he may have opened yet another front in his antagonization of the SEC.
[1]: https://www.law.cornell.edu/cfr/text/17/240.13d-1 https://www.law.cornell.edu/cfr/text/17/240.13d-1
Background: the SEC requires purchasers of >5% of a U.S. public company to provide certain information about themselves and their intentions in making the purchase. Generally, you file Schedule 13D if you're seeking to conduct a takeover bid. The shorter Schedule 13G is supposed to be used only for "passive" investors.
Here, perhaps Musk would say he's not seeking a change in the "control" of the company (voting share ownership), just a change in governance practices not involving a change in control.
This will be interesting...
- vasco 5y agoThe intention needs only to be true at the time of the filling. Intentions can change. I wouldn't be surprised this is yet another troll.
- matthewmcg 5y agoUpdate: some press coverage raising the same questions. The silly part about this is the filing deficiencies seem either inept or willful. Mr. Musk can certainly afford good securities lawyers to make the proper filings. A 13D is not that much more burdensome than a 13G, and some activists use the filing (which gets a lot of free attention) to make statements that to support their objective, whatever that may be. https://www.wsj.com/articles/elon-musks-twitter-investment-raises-new-regulatory-red-flag-11649114327 https://www.wsj.com/articles/elon-musks-twitter-investment-r... Second update: the inevitable Matt Levine column on the same theme: https://www.bloomberglaw.com/bloomberglawnews/mergers-and-acquisitions/X50HFB28000000?bna_news_filter=mergers-and-acquisitions#jcite https://www.bloomberglaw.com/bloomberglawnews/mergers-and-ac...