4 ms·

Where does the concealment come in?

by beaned 4y ago

samhw 4y 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 4y ago
  No, "I'll vote as part of your bloc just pay me $50M" is obviously not an incidental agreement.
  - RC_ITR 4y 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 4y 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 4y 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 4y ago
    So shareholders aren’t allowed to coordinate?
    - salawat 4y 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".
      - goodluckchuck 4y ago
        It’s pretty fundamental to investment / mutual funds. Vanguard, Blackrock, etc. None of them are the beneficial owners of Tesla, but all of them are coordinating the activities of millions of investors they represent.
        salawat 4y ago
        That's what I mean. If it were the case that coordination can't be done, it violates every normative expectation. Keep in mind, I lump in people's behavior with normative restrictions of the First Amendment. If the Government can't do it, and the Government is us, we shouldn't be doing it. So businesses doing it because business doesn't hold for me either. Especially if it happens as a method of indirection to work around literal interpretation. So if there is a restriction on shareholder coordination, I don't see how our legal system in this case can be taken seriously as anything but a tool utilized by those in positions of influence capable of more tightly coupling to other people of influence.
        deleted 4y ago
        [deleted]
        samhw 4y ago
        I agree with your conclusion but not really your reasoning. There are countless things the government can’t do, which individual people can do. I can respect an establishment of religion. I can spend money without a transparent and disinterested tender process. Etc etc. You seem to be taking a very literalistic, almost theological reading of “the government is the people” - yes, the people choose and appoint a government to represent them, but hopefully you understand that the government isn’t metaphysically the same thing as the people. Saying “the government is the people” is much like saying “the shareholders are the managers of the company”: yes, that’s true in an oblique, ideal sense, but you’re going to run into trouble if you start trying to literally substitute the one for the other in random sentences.
tsimionescu 4y 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.

Where does the concealment come in?

by beaned 4y ago

Where does the concealment come in?

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 4y ago
No, "I'll vote as part of your bloc just pay me $50M" is obviously not an incidental agreement.
- RC_ITR 4y 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 4y 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 4y 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 4y ago
  So shareholders aren’t allowed to coordinate?
  - salawat 4y 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".
    - goodluckchuck 4y ago
      It’s pretty fundamental to investment / mutual funds. Vanguard, Blackrock, etc. None of them are the beneficial owners of Tesla, but all of them are coordinating the activities of millions of investors they represent.
      - salawat 4y ago
        That's what I mean. If it were the case that coordination can't be done, it violates every normative expectation. Keep in mind, I lump in people's behavior with normative restrictions of the First Amendment. If the Government can't do it, and the Government is us, we shouldn't be doing it. So businesses doing it because business doesn't hold for me either. Especially if it happens as a method of indirection to work around literal interpretation. So if there is a restriction on shareholder coordination, I don't see how our legal system in this case can be taken seriously as anything but a tool utilized by those in positions of influence capable of more tightly coupling to other people of influence.
        deleted 4y ago
        [deleted]
        samhw 4y ago
        I agree with your conclusion but not really your reasoning. There are countless things the government can’t do, which individual people can do. I can respect an establishment of religion. I can spend money without a transparent and disinterested tender process. Etc etc. You seem to be taking a very literalistic, almost theological reading of “the government is the people” - yes, the people choose and appoint a government to represent them, but hopefully you understand that the government isn’t metaphysically the same thing as the people. Saying “the government is the people” is much like saying “the shareholders are the managers of the company”: yes, that’s true in an oblique, ideal sense, but you’re going to run into trouble if you start trying to literally substitute the one for the other in random sentences.

tsimionescu 4y 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.