The Twitter board agreed to sell the company, for cash, for $44 billion. Without overcomplicating things too much, it’s not actually the case that a Delaware co

The Twitter board agreed to sell the company, for cash, for $44 billion. Without overcomplicating things too much, it’s not actually the case that a Delaware corporation must maximize the value to the shareholders in every circumstance … except for this one, in which they - having agreed to put the company up for sale - must maximize shareholder value. So to the extent Twitter is currently worth less than $44 billion and there’s a binding merger agreement that delivers $44 billion of value to the shareholders, the board has to do something to bridge that gap. A billion-dollar break fee ain’t gonna cut it. But sure, if at the end of the day the shareholders can retain ownership of Twitter, Inc. worth $25 billion (and the value of the company hasn’t been irreversibly impaired by this circus) and extract a $20 billion settlement from the acquirer, then were I a Twitter board member, I wouldn’t feel too worried giving my deposition about that outcome. Still not a great look for anyone though.