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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

by cpr 4y 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 4y ago
Which is a breach of their fiduciary duties.
- dev_tty01 4y ago
  Which is historically very difficult to prove and enforce.
- likpok 4y 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 4y 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 4y 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 4y 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 4y 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.

by cpr 4y 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 4y ago

Which is a breach of their fiduciary duties.

dev_tty01 4y ago
Which is historically very difficult to prove and enforce.
likpok 4y 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 4y 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 4y 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 4y 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 4y 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.