<story><title>Twitter board adopts poison pill after Musk’s $43B bid to buy company</title><url>https://www.cnbc.com/2022/04/15/twitter-board-adopts-poison-pill-after-musks-43-billion-offer-to-buy-company.html</url></story><parent_chain><item><author>woodruffw</author><text>If I was a member of Twitter&amp;#x27;s board, Musk&amp;#x27;s history of erratic public behavior, SEC settlement, and openly hostile attitude towards the company&amp;#x27;s employees would be more than sufficient to justify my belief that his controlling ownership would not be in the interest of the current average shareholder.&lt;p&gt;That opinion would also be consistent with how &amp;quot;fiduciary duty&amp;quot; is interpreted by US regulators: companies are not required to perform any &lt;i&gt;particular&lt;/i&gt; action that might reasonably be in the interests of shareholders; they must merely show that the company&amp;#x27;s actions were &lt;i&gt;intended&lt;/i&gt; to be in the best interests of the shareholders.</text></item><item><author>nickysielicki</author><text>I don’t understand how any board can implement a “poison pill”, not just Twitter but Netflix and others, and not be found working against the interest of shareholders. Can anyone help me understand?&lt;p&gt;You’re categorically changing the profile of the stock. This has a chilling effect on large investors, including but not limited just to Musk, right?&lt;p&gt;Vanguard, for example, has just had its range of further investment limited arbitrarily. Isn’t that bad for all stockholders, to know that large stakeholders will not drive the price up if they somehow gain substantial belief in the company?&lt;p&gt;The risk portfolio of Vanguard just went up considerably because in the case that they fully lose faith in the board, they no longer have the option of installing a friendly board, they must simply liquidate their holdings. This, in turn, makes them more skeptical of further smaller (non-takeover) investment because it’s more to liquidate and more risk.&lt;p&gt;Who does this benefit &lt;i&gt;besides&lt;/i&gt; the board? I guess I understand that the board is not beholden to the interests of all shareholders equally, and I’m not suggesting that this doesn’t benefit &lt;i&gt;some&lt;/i&gt; shareholders, but where does the line start?</text></item></parent_chain><comment><author>bko</author><text>It doesn&amp;#x27;t have to be complicated. The shareholders should have a right to decide through a proxy vote on whether to accept the offer</text></comment>
<story><title>Twitter board adopts poison pill after Musk’s $43B bid to buy company</title><url>https://www.cnbc.com/2022/04/15/twitter-board-adopts-poison-pill-after-musks-43-billion-offer-to-buy-company.html</url></story><parent_chain><item><author>woodruffw</author><text>If I was a member of Twitter&amp;#x27;s board, Musk&amp;#x27;s history of erratic public behavior, SEC settlement, and openly hostile attitude towards the company&amp;#x27;s employees would be more than sufficient to justify my belief that his controlling ownership would not be in the interest of the current average shareholder.&lt;p&gt;That opinion would also be consistent with how &amp;quot;fiduciary duty&amp;quot; is interpreted by US regulators: companies are not required to perform any &lt;i&gt;particular&lt;/i&gt; action that might reasonably be in the interests of shareholders; they must merely show that the company&amp;#x27;s actions were &lt;i&gt;intended&lt;/i&gt; to be in the best interests of the shareholders.</text></item><item><author>nickysielicki</author><text>I don’t understand how any board can implement a “poison pill”, not just Twitter but Netflix and others, and not be found working against the interest of shareholders. Can anyone help me understand?&lt;p&gt;You’re categorically changing the profile of the stock. This has a chilling effect on large investors, including but not limited just to Musk, right?&lt;p&gt;Vanguard, for example, has just had its range of further investment limited arbitrarily. Isn’t that bad for all stockholders, to know that large stakeholders will not drive the price up if they somehow gain substantial belief in the company?&lt;p&gt;The risk portfolio of Vanguard just went up considerably because in the case that they fully lose faith in the board, they no longer have the option of installing a friendly board, they must simply liquidate their holdings. This, in turn, makes them more skeptical of further smaller (non-takeover) investment because it’s more to liquidate and more risk.&lt;p&gt;Who does this benefit &lt;i&gt;besides&lt;/i&gt; the board? I guess I understand that the board is not beholden to the interests of all shareholders equally, and I’m not suggesting that this doesn’t benefit &lt;i&gt;some&lt;/i&gt; shareholders, but where does the line start?</text></item></parent_chain><comment><author>aleister_777</author><text>However, I think it&amp;#x27;s a harder case to argue when twitter stock closed at $.18 above the price they went public at in 2013. Sounds like whatever it is they have been doing hasn&amp;#x27;t been in the interest of the average shareholder either.&lt;p&gt;The stock is toast regardless after this.</text></comment>