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Comment by lnxg33k1 | Hacker News Reader

"So we decided that Elon would join our board, and that was in the best path forward, but then Elon decided that he would not join the board and that was also the best decision"

You have no idea how much I hate this corporate speech of fried air and buttlickers

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The investor is always right.

That being said, I agree, if only because it makes for boring reading and comes off as disingenuous.

I think this was a polite way of saying they couldn't agree on terms of his board position. For example, he would probably have been restricted on the kinds of tweets he could make. He recently started a poll asking if he should turn Twitter HQ into a homeless shelter because so few people show up. They would certainly not want him doing that if he's on the board.

There is no agreement on terms. As a member of the board you are required by law to always do and say what is in the best interests of the company and its shareholders.

Someone probably sat him down and explained that he doesn't hold a majority of voting shares at Twitter, and that the company and other investors wouldn't put up with his shit. With a 75% majority, the other shareholders could vote to nullify his shares and make them worthless.

> With a 75% majority, the other shareholders could vote to nullify his shares and make them worthless.

This is unbelievable. Can you share a credible source?

See Facebook founders

:shockedpicachu: when Americans find out that corporate governance isn’t nearly as restrictive as democracy.

Facebook wasn't publicly traded when they did that. It's a different beast after you IPO.

This would not be possible in this case - it would be a clear breach of fiduciary responsibility and immediately picked up by musks legal team.

Even in facebooks case before they went public, they were sued for this and ultimately settled for $5.5 billion.

I don’t think that’s right. They could issue new shares to dilute him but then you’d need people to buy those and the money needs to arrive in the business.

It would also probably mean Twitter shares crashing to 0 in the public markets, not exactly in the interest of the 75%

At least in online forums, people seem to think "fiduciary duties" are much stricter than they actually are.

It's as if CEOs are dragged into a fiduciary court and forced to justify raising salaries, lowering prices or whatnot.

Irl, fiduciary duty is more about not stealing or cheating shareholders. There isn't a whole lot of legal activity where officers are sued for grey area fiduciary violations.

Sometimes I think the tropey things forumgoers believe were all established long ago on Something Awful and Fark.

"In the U.S. legal system, a fiduciary duty describes a relationship between two parties that obligates one to act solely in the interest of the other. The party designated as the fiduciary owes a legal duty to a principal, and strict care must be taken to ensure that no conflict of interest arises between the fiduciary and the principal."

Musk could never put someone elses interests ahead of his own. Impossible.

So... This is exactly the kind of weird, first principles legal "theory" I was talking about.

Look at actual example/precedents of fiduciary duty vuilatuons. The real ones. Not the pseudo-legal theory.

> With a 75% majority, the other shareholders could vote to nullify his shares and make them worthless.

The SEC would be extremely interested in such an attempt.

At the very least we know they offered him a position on the board in exchange for a guarantee that he would not purchase more than 15% of shares. There were definitely terms, and we do not know all of them.

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