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By definition a hostile takeover is one that is done without the blessing/recommendation of the current board of directors. Most private takeovers are negotiat

By definition a hostile takeover is one that is done without the blessing/recommendation of the current board of directors. Most private takeovers are negotiated by the board/management (ostensibly on behalf of the shareholders). Going over their head and straight to shareholders is when it's called a hostile takeover. As far as Elon not planning to replace the board/management. I would say that it is a foregone conclusion that he will clean house if his takeover succeeds. He has been actively critical of their management.

ChrisPebble 5y ago
Which this is not. He is making an offer to buy which the board has to approve. The title is wrong in this case.
- peeters 5y ago
  I'm not sure what is needed from the board here, but I think there's a difference between a board recommending something, and having a fiduciary duty to present an offer to shareholders. Where are you reading that this needs the board's blessing?
  - bombcar 5y ago
    If the board doesn't approve, he goes to the shareholders and asks them to replace the board (or becomes such a large shareholder he can do it himself).
    - ChrisPebble 5y ago
      Twitter's bylaws contain anti-takeover provisions which would make a hostile takeover difficult. In their latest 10K they list these provisions which includes "authorizing 'blank check' preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock". So if Musk attempted to get shareholders to vote out the board, the board could issue preferred stock with voting rights which could dilute Musk's votes. Link: https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/947c0c34-ca90-4099-b328-a6062adf110f.pdf https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/947c0c3...
      - bombcar 5y ago
        People complain about fiduciary duty lawsuits but "authorizing 'blank check' preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock" and then using it to go against a vast majority of shareholders could result in a huge court fight.

ChrisPebble 5y ago

Which this is not. He is making an offer to buy which the board has to approve. The title is wrong in this case.

peeters 5y ago
I'm not sure what is needed from the board here, but I think there's a difference between a board recommending something, and having a fiduciary duty to present an offer to shareholders. Where are you reading that this needs the board's blessing?
- bombcar 5y ago
  If the board doesn't approve, he goes to the shareholders and asks them to replace the board (or becomes such a large shareholder he can do it himself).
  - ChrisPebble 5y ago
    Twitter's bylaws contain anti-takeover provisions which would make a hostile takeover difficult. In their latest 10K they list these provisions which includes "authorizing 'blank check' preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock". So if Musk attempted to get shareholders to vote out the board, the board could issue preferred stock with voting rights which could dilute Musk's votes. Link: https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/947c0c34-ca90-4099-b328-a6062adf110f.pdf https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/947c0c3...
    - bombcar 5y ago
      People complain about fiduciary duty lawsuits but "authorizing 'blank check' preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock" and then using it to go against a vast majority of shareholders could result in a huge court fight.