5 ms·

I doubt the board is going to agree. Musk might want to buy, but they will actively thwart his efforts, even if that's not in the interest of shareholders.

cpr 5y ago
Which goes to underline Musk's point that the board doesn't have the interests of shareholders in mind. Clearly, the cabal is not interested in losing control of the public narrative.
- mytailorisrich 5y ago
  Which is a breach of their fiduciary duties.
  - dev_tty01 5y ago
    Which is historically very difficult to prove and enforce.
  - likpok 5y ago
    Courts have traditionally given the board wide leeway to decide what is best. There was the one case (Dodge v. Ford Motor Co) that held otherwise but it's been walked back in recent years.
  - justusthane 5y ago
    As I understand it, it's not. The whole thing about fiduciary duty is a bit of a meme. The board can argue that they believe that Musk will run Twitter into the ground and in the long term not selling is a better financial move, and due to the Business Judgement Rule, the court is likely to side with them (whether or not they're actually right).
    - mytailorisrich 5y ago
      Not working in the interests of the shareholders is a breach of the board's fiduciary duties (which is simply what I commented based on the parent comment I was replying to). The issue is indeed always to determine whether a course of action is knowingly not in the interests of the shareholders.
    - motohagiography 5y ago
      > The whole thing about fiduciary duty is a bit of a meme. Fiduciary duty is very much a thing. The Twitter board with such a tiny amount of equity may incur risk from "honest services fraud," if they block shareholders from recieving the material and obvious value of the offer. https://en.wikipedia.org/wiki/Honest_services_fraud https://en.wikipedia.org/wiki/Honest_services_fraud
    - ahtihn 5y ago
      > The board can argue that they believe that Musk will run Twitter into the ground They can’t argue that because it would be completely irrelevant to current shareholders. They can argue that the long term value is higher than Musk's offer.
bombcar 5y ago
It's likely going to come down to what Jack, as the largest remaining individual shareholder, says.
- spikels 5y ago
  He only owns a few percent and has limited cash to buy more.
  - leetcodesucks 5y ago
    Nobody said he would buy more though
    - spikels 5y ago
      He has a tiny stake and can’t increase it. Therefore Jack has negligible power at this point.
  - bombcar 5y ago
    The point is nobody else has even a percent, and as a founder he can greatly shift the narrative. Board goes against Musk, shareholders may sleep. Board goes against Musk and the founder, shareholders may awake.

cpr 5y ago

Which goes to underline Musk's point that the board doesn't have the interests of shareholders in mind. Clearly, the cabal is not interested in losing control of the public narrative.

mytailorisrich 5y ago
Which is a breach of their fiduciary duties.
- dev_tty01 5y ago
  Which is historically very difficult to prove and enforce.
- likpok 5y ago
  Courts have traditionally given the board wide leeway to decide what is best. There was the one case (Dodge v. Ford Motor Co) that held otherwise but it's been walked back in recent years.
- justusthane 5y ago
  As I understand it, it's not. The whole thing about fiduciary duty is a bit of a meme. The board can argue that they believe that Musk will run Twitter into the ground and in the long term not selling is a better financial move, and due to the Business Judgement Rule, the court is likely to side with them (whether or not they're actually right).
  - mytailorisrich 5y ago
    Not working in the interests of the shareholders is a breach of the board's fiduciary duties (which is simply what I commented based on the parent comment I was replying to). The issue is indeed always to determine whether a course of action is knowingly not in the interests of the shareholders.
  - motohagiography 5y ago
    > The whole thing about fiduciary duty is a bit of a meme. Fiduciary duty is very much a thing. The Twitter board with such a tiny amount of equity may incur risk from "honest services fraud," if they block shareholders from recieving the material and obvious value of the offer. https://en.wikipedia.org/wiki/Honest_services_fraud https://en.wikipedia.org/wiki/Honest_services_fraud
  - ahtihn 5y ago
    > The board can argue that they believe that Musk will run Twitter into the ground They can’t argue that because it would be completely irrelevant to current shareholders. They can argue that the long term value is higher than Musk's offer.

bombcar 5y ago

It's likely going to come down to what Jack, as the largest remaining individual shareholder, says.

spikels 5y ago
He only owns a few percent and has limited cash to buy more.
- leetcodesucks 5y ago
  Nobody said he would buy more though
  - spikels 5y ago
    He has a tiny stake and can’t increase it. Therefore Jack has negligible power at this point.
- bombcar 5y ago
  The point is nobody else has even a percent, and as a founder he can greatly shift the narrative. Board goes against Musk, shareholders may sleep. Board goes against Musk and the founder, shareholders may awake.