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jalonso510 | 3 years ago

This is not correct. The board negotiated a deal with Elon after putting the poison pill into effect. If Elon had made a deal directly with the stockholders, that would have triggered the poison pill. He surely spoke with and lobbied the stockholders for support, but the deal he agreed to was approved by the board.

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qiskit|3 years ago

> The board negotiated a deal with Elon after putting the poison pill into effect.

There was no "negotiation" with the board. Elon just made an unsolicited offer and said take it or leave it. The board "left it" and yet here we are.

> If Elon had made a deal directly with the stockholders, that would have triggered the poison pill.

What? That's not how poison pills work. Poison pills exist to prevent hostile takeovers. It isn't there to prevent someone from talking to the stockholders. If the stockholders agree to the deal, it is no longer a hostile takeover.

> He surely spoke with and lobbied the stockholders for support, but the deal he agreed to was approved by the board.

Yes. The deal was first rejected by the board. And then the deal was approved by the board. Why do you think that was? What made the board change their minds? I wonder. You might have a point if elon raised his offer from $54.20 to a much higher number. But all reporting indicates he didn't change his offer.

Of course the deal was approved by the board. My point is that the shareholders made them approve the deal.

dahfizz|3 years ago

> The deal was first rejected by the board. And then the deal was approved by the board.

Source?? The deal was never rejected by the board. Instituting a poison pill was not a rejection. Twitter made it clear with the poison pill anouncement that they had not decided on Musks offer yet.

> The Rights Plan will reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders,” the company said in a press release.

> Twitter noted that the rights plan would not prevent the board from accepting an acquisition offer if the board deems it in the best interests of the company and its shareholders.

https://www.cnbc.com/2022/04/15/twitter-board-adopts-poison-...

dogecoinbase|3 years ago

I know it's a big ask, but it would be kind of nice if HN added a flag context situation so one could flag a comment as "has literally no idea about how corporations work" rather than just a generic flag.

bigiain|3 years ago

> but the deal he agreed to was approved by the board.

Yeah, probably as qiskit suggested, because the major shareholders told the board to pull their heads in and take the money.

dundarious|3 years ago

Given the context of this discussion is a question about why the poison pill didn’t prevent this bid from succeeding, I think it doesn’t matter whether the board accepted because of negotiations with Musk (willingly) or because of shareholder pressure (through gritted teeth). The point is, the board approved the deal so the poison pill didn’t trigger. If they rejected the deal, the poison pill would still be a factor.

At least that’s my understanding.

farmerstan|3 years ago

Lol this is completely wrong.