4 ms·

> Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1

by mike_d 5y ago

> Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%. You might want to speak with a lawyer who is familiar with inchoate crime. What you publicly proposed to Elon is a crime, since you intend to conceal beneficial ownership of shares.

friesfreeze 5y ago
Likely wouldn't even get around modern poison pills since they often contain "wolf pack provisions" covering multiple persons acting in unison.
epicureanideal 5y ago
Yet another example of something that many people wouldn’t think would be a crime, but would send them to prison for decades!
- PenguinCoder 5y ago
  Fuck with rich peoples money, you're going to jail _for a long time_. Murder someone in a case of 'mistaken identity/residence', go to work tomorrow.
- deleted 5y ago
  [deleted]
beaned 5y ago
Where does the concealment come in?
- samhw 5y ago
  Yeah, there's no concealment and no beneficial ownership. "I'll vote as part of your bloc" isn't beneficial ownership. (At most it's delegating the 'control' aspect of the equity, but even that is a stretch - in context, it's clearly a statement of incidental agreement with his opinion on this point, not a total delegation of control no matter what he should choose to do in future.)
  - rad88 5y ago
    No, "I'll vote as part of your bloc just pay me $50M" is obviously not an incidental agreement.
    - RC_ITR 5y ago
      Even more importantly: pay me to cover the sale is the easiest 'piercing of the veil' in the history of time. Oh so Mr. Musk incidentally wired you billions of dollars before the share purchase?
    - hedora 5y ago
      Agreed, but there'd be no attempt at concealment (I didn't know beneficial ownership of shares was a thing), so, while it would be dumb to hand me and the IRS a large pile of cash, it sounds like it would probably still trigger the poison pill, and not be illegal.
      - rad88 5y ago
        If doing it above board wouldn't make sense anyway, that means the idea is to do something illegal. You'd know who controls the board, how many shares the person currently buying it has secured, which way votes are going to go before they happen, etc. The rest of the shareholders, the rest of the whole market, wouldn't. You'd claim (and would probably have to in sworn testimony) that billion dollar gifts to you from Elon Musk, including your stock itself, were incidental.
    - goodluckchuck 5y ago
      So shareholders aren’t allowed to coordinate?
      - salawat 5y ago
        I'm glad I'm not theonly one who caught that, because if so, this appears to fundamentally undermine freedom of assembly /speech. (Assembly into blocs of financing, dpeech as the action of capital allocation) Honestly I'd lose faith in the U.S. in it's entirety if it was the case that the answer to your question was even remotely "yes".
- tsimionescu 5y ago
  If you are claiming you own the shares when in fact Elon payed for them, you are concealing that Elon is the beneficial owner. If you admit that he is the beneficial owner and you are just an intermediary, then the poison pill provision is not skirted.
kingcharles 5y ago
And inchoate crimes don't require the person to do as you commanded them. Just the statement above would probably be enough to charge someone. And even if the crime you are encouraging someone to commit is impossible (for instance, asking Musk to buy 110% of Twitter through you), it is *still* a crime for you to have asked him.
- ComputerGuru 5y ago
  I’m not sure how the second part of your claim holds up if you treat your first contention (with which I agree) as a precondition. In particular, I think it wouldn’t be possible to prove mens rea, which you’d have to do if no crime ended up being perpetrated and you’re charging someone only for the alleged solicitation of an inchoate crime?
  - kingcharles 5y ago
    IANAL, I just play one on TV, so I might have fucked it up. Wikipedia seems to have some good and amusing examples on their page: https://en.wikipedia.org/wiki/Inchoate_offense https://en.wikipedia.org/wiki/Inchoate_offense
stevespang 5y ago
woodruffw 5y ago
"Publicly proposed" contradicts "conceal beneficial ownership." It's not a crime to publicly finance someone else's stock purchases, or even to publicly solicit others to finance your stock purchases (it's not "solicitation" in the inchoate sense, since the inducement is not towards a crime).
throwaway09223 5y ago
> What you publicly proposed to Elon is a crime, since you intend to conceal beneficial ownership of shares. Not really. Setting aside the other issues, first and foremost this is obviously a joke. Prosecution would have to establish mens rea for this to rise to a criminal act. Do you think anyone could prove true intent for these events to unfold, based on this comment?
JumpCrisscross 5y ago
> since you intend to conceal beneficial ownership of shares Promising voting rights doesn't change beneficial ownership. Twitter would have precedent, however, to find "conscious parallelism" and thus "a de facto control bloc" between the commenter and Musk, and thus bundle them for purposes of the poison pill's activation [1]. Still, not a crime. Civil dispute under corporate law. [1] https://www.yalelawjournal.org/comment/unpacking-wolf-packs https://www.yalelawjournal.org/comment/unpacking-wolf-packs
- mike_d 5y ago
  As of January 2021 there is a whole bunch of new reporting requirements for beneficial ownership to combat money laundering and hiding assets. Structuring a stock trade to conceal the actual owner of securities (note the parent poster didn't offer to vote HIS shares) and failing to file disclosures is absolutely criminal. The Yale Law article you cite is just about groups of investors working together, which is within their rights.
TheGigaChad 5y ago

by mike_d 5y ago

friesfreeze 5y ago

Likely wouldn't even get around modern poison pills since they often contain "wolf pack provisions" covering multiple persons acting in unison.

epicureanideal 5y ago

Yet another example of something that many people wouldn’t think would be a crime, but would send them to prison for decades!

PenguinCoder 5y ago
Fuck with rich peoples money, you're going to jail _for a long time_. Murder someone in a case of 'mistaken identity/residence', go to work tomorrow.
deleted 5y ago
[deleted]

beaned 5y ago

Where does the concealment come in?

samhw 5y ago
Yeah, there's no concealment and no beneficial ownership. "I'll vote as part of your bloc" isn't beneficial ownership. (At most it's delegating the 'control' aspect of the equity, but even that is a stretch - in context, it's clearly a statement of incidental agreement with his opinion on this point, not a total delegation of control no matter what he should choose to do in future.)
- rad88 5y ago
  No, "I'll vote as part of your bloc just pay me $50M" is obviously not an incidental agreement.
  - RC_ITR 5y ago
    Even more importantly: pay me to cover the sale is the easiest 'piercing of the veil' in the history of time. Oh so Mr. Musk incidentally wired you billions of dollars before the share purchase?
  - hedora 5y ago
    Agreed, but there'd be no attempt at concealment (I didn't know beneficial ownership of shares was a thing), so, while it would be dumb to hand me and the IRS a large pile of cash, it sounds like it would probably still trigger the poison pill, and not be illegal.
    - rad88 5y ago
      If doing it above board wouldn't make sense anyway, that means the idea is to do something illegal. You'd know who controls the board, how many shares the person currently buying it has secured, which way votes are going to go before they happen, etc. The rest of the shareholders, the rest of the whole market, wouldn't. You'd claim (and would probably have to in sworn testimony) that billion dollar gifts to you from Elon Musk, including your stock itself, were incidental.
  - goodluckchuck 5y ago
    So shareholders aren’t allowed to coordinate?
    - salawat 5y ago
      I'm glad I'm not theonly one who caught that, because if so, this appears to fundamentally undermine freedom of assembly /speech. (Assembly into blocs of financing, dpeech as the action of capital allocation) Honestly I'd lose faith in the U.S. in it's entirety if it was the case that the answer to your question was even remotely "yes".
tsimionescu 5y ago
If you are claiming you own the shares when in fact Elon payed for them, you are concealing that Elon is the beneficial owner. If you admit that he is the beneficial owner and you are just an intermediary, then the poison pill provision is not skirted.

kingcharles 5y ago

And inchoate crimes don't require the person to do as you commanded them. Just the statement above would probably be enough to charge someone. And even if the crime you are encouraging someone to commit is impossible (for instance, asking Musk to buy 110% of Twitter through you), it is *still* a crime for you to have asked him.

ComputerGuru 5y ago
I’m not sure how the second part of your claim holds up if you treat your first contention (with which I agree) as a precondition. In particular, I think it wouldn’t be possible to prove mens rea, which you’d have to do if no crime ended up being perpetrated and you’re charging someone only for the alleged solicitation of an inchoate crime?
- kingcharles 5y ago
  IANAL, I just play one on TV, so I might have fucked it up. Wikipedia seems to have some good and amusing examples on their page: https://en.wikipedia.org/wiki/Inchoate_offense https://en.wikipedia.org/wiki/Inchoate_offense

stevespang 5y ago

woodruffw 5y ago

"Publicly proposed" contradicts "conceal beneficial ownership." It's not a crime to publicly finance someone else's stock purchases, or even to publicly solicit others to finance your stock purchases (it's not "solicitation" in the inchoate sense, since the inducement is not towards a crime).

throwaway09223 5y ago

> What you publicly proposed to Elon is a crime, since you intend to conceal beneficial ownership of shares. Not really. Setting aside the other issues, first and foremost this is obviously a joke. Prosecution would have to establish mens rea for this to rise to a criminal act. Do you think anyone could prove true intent for these events to unfold, based on this comment?

JumpCrisscross 5y ago

> since you intend to conceal beneficial ownership of shares Promising voting rights doesn't change beneficial ownership. Twitter would have precedent, however, to find "conscious parallelism" and thus "a de facto control bloc" between the commenter and Musk, and thus bundle them for purposes of the poison pill's activation [1]. Still, not a crime. Civil dispute under corporate law. [1] https://www.yalelawjournal.org/comment/unpacking-wolf-packs https://www.yalelawjournal.org/comment/unpacking-wolf-packs

mike_d 5y ago
As of January 2021 there is a whole bunch of new reporting requirements for beneficial ownership to combat money laundering and hiding assets. Structuring a stock trade to conceal the actual owner of securities (note the parent poster didn't offer to vote HIS shares) and failing to file disclosures is absolutely criminal. The Yale Law article you cite is just about groups of investors working together, which is within their rights.

TheGigaChad 5y ago