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> What caused the board to change the direction 180 and now closing the deal with Musk? Enough of the large shareholders behind the scenes backed the deal for

by qiskit 4y ago

> What caused the board to change the direction 180 and now closing the deal with Musk? Enough of the large shareholders behind the scenes backed the deal for whatever reason. Who, what and why? We'll never get the real story. Not in any newspaper, blog or whatever. I'm sure we'll get some fanciful stories, but that's all it'll be. Fanciful stories. The board of directors aren't the ones that have the final say. It's the major shareholders. Usually, the major shareholders back the board of directors because they are the ones who elect/hire the board of directors. Somehow, Elon and his backers convinced enough of the big boys to back him instead of the board of directors. Simple as that. Maybe he offered them free a roadster, starlink setup or a seat on a future spacex mission to mars. Who knows. But elon outmaneuvered the board of directors somehow.

jalonso510 4y ago
The shareholder's control over Twitter is not as direct as you are suggesting. Even if 100% of shareholders were supportive of Elon's deal, they could not immediately force the board to accept the offer. If the board refused to approve the deal, the shareholders' mechanism of control would be to elect new directors. But the company's bylaws do not allow for that to be done immediately. They would have to vote at the next annual meeting. And I believe Twitter has the protection of a staggered board of directors, meaning that only a portion of the board is up for election in any year. The end result is that it would take several years for the shareholders to elect a new board in place to then vote in favor of the sale.
- qiskit 4y ago
  - jalonso510 4y ago
    The classified board structure is available for you to read about in their public filings and the Twitter investor relations site. It's not fanciful or nonsense - it's a commonly used takeover defense that Twitter put into effect several years ago. I don't know why Twitter's board accepted the deal, I'm just talking about the defenses in place and how they all worked. Apologies if that offended you somehow.
    - qiskit 4y ago
      - dang 4y ago
        Whoa - you've repeatedly broken the site guidelines in this thread. Can you please review them and stick to them, regardless of how wrong someone else is or you feel they are? That's really important for preventing, or at least staving off, the decline of this forum. https://news.ycombinator.com/newsguidelines.html https://news.ycombinator.com/newsguidelines.html
- adastra22 4y ago
  > The shareholder's control over Twitter is not as direct as you are suggesting. Even if 100% of shareholders were supportive of Elon's deal, they could not immediately force the board to accept the offer. Yes they could. If literally 100% of the shareholders opposed the board, the board would lose indemnification from shareholder lawsuits for any actions it took, up to the difference in value between the tanking share price and Musk's offer. No effing way they would stay obstinately opposed in that case.

by qiskit 4y ago

jalonso510 4y ago

The shareholder's control over Twitter is not as direct as you are suggesting. Even if 100% of shareholders were supportive of Elon's deal, they could not immediately force the board to accept the offer. If the board refused to approve the deal, the shareholders' mechanism of control would be to elect new directors. But the company's bylaws do not allow for that to be done immediately. They would have to vote at the next annual meeting. And I believe Twitter has the protection of a staggered board of directors, meaning that only a portion of the board is up for election in any year. The end result is that it would take several years for the shareholders to elect a new board in place to then vote in favor of the sale.

qiskit 4y ago
- jalonso510 4y ago
  The classified board structure is available for you to read about in their public filings and the Twitter investor relations site. It's not fanciful or nonsense - it's a commonly used takeover defense that Twitter put into effect several years ago. I don't know why Twitter's board accepted the deal, I'm just talking about the defenses in place and how they all worked. Apologies if that offended you somehow.
  - qiskit 4y ago
    - dang 4y ago
      Whoa - you've repeatedly broken the site guidelines in this thread. Can you please review them and stick to them, regardless of how wrong someone else is or you feel they are? That's really important for preventing, or at least staving off, the decline of this forum. https://news.ycombinator.com/newsguidelines.html https://news.ycombinator.com/newsguidelines.html
adastra22 4y ago
> The shareholder's control over Twitter is not as direct as you are suggesting. Even if 100% of shareholders were supportive of Elon's deal, they could not immediately force the board to accept the offer. Yes they could. If literally 100% of the shareholders opposed the board, the board would lose indemnification from shareholder lawsuits for any actions it took, up to the difference in value between the tanking share price and Musk's offer. No effing way they would stay obstinately opposed in that case.