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  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?

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?

Correct. Hence the term poison pill. Now nobody else will be interested in buying them either and Elon selling out will tank the stock. As a reminder their stock steadily dropped all the way to $14 after the initial IPO pop and they've been losing money since before Covid.

Woke means broke I guess. I think his plan B will be to start a competitor. I'm very tempted to heavily short as soon as he walks away definitively.

As to your question of, won't the other shareholders get mad at the board and potentially sue them - I think the board is drinking their own koolaid.

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Poison Pills are rarely exercised, this is a positional move. Unlikely Elon is the only interested party at this point. If the board can use a pill to force a slower buy-out discussion and negotiation it is very much beneficial to shareholders.

Their stock price was over $70 in the trailing 12 months.

Even with Elon's offer they are still worth 10 NFL teams combined.

I can find zero credible evidence to support your position. Please short the stock :)

I wasn't aware NFL teams was a unit of measurement. One has to wonder if you think I am wrong why you wish for me to short the stock and lose my shirt.

a) The poison pill only affects those who are looking to control the company in some way. Which isn't most large investors at all. So I doubt you will find any who will be concerned by this.

b) Twitter's stock price is now $45, peaked at $77 only last year and is profitable. Not sure where you get this ridiculous idea the company is unsellable.

c) There are plenty of free speech competitors to Twitter. None are even remotely successful. Because as Reddit also showed far more people want a moderated experience more than those that don't. And Twitter is a business first and foremost.

d) Musk is offering shareholders a premium as the stock is today. But as I mentioned even just last year it was significantly higher. And so I can't imagine shareholders would have an issue about them turning it down if they believed Twitter was still continuing to head in the right direction as it is now.

>The poison pill only affects those who are looking to control the company in some way. Which isn't most large investors at all. So I doubt you will find any who will be concerned by this.

That's not the right way to think about it. Anything that scares off ambitious, optimistic activists from buying big stakes, will then suppress the stock value in general, which hurts all shareholders, including the smaller ones.

More broadly, going public is a tradeoff. You potentially give up control to outsiders, in return for greater share value (and the cash infusion). Moves like this go the opposite direction: decrease the potential for outside control, and with it, the upward pressure on the stock's value.

> I think his plan B will be to start a competitor

I hope it isnt: I think that starting a top down, meaning "look I built this, everyone move over from twitter", competitor has a very low probability of success, regardless of who starts it. There is too much of an attack surface, there will be too much drama on real Twitter about it, early adopters will be gun nuts or some other out group and that will be how they get characterized, etc etc.

The real chance at a competitor would be something that grew organically, that people wanted to move to because it offered something valuable before it reaches scale. This is how actual businesses start. The top down approach is how massive flops happen.

Incidentally, the same holds true for the Facebook metaverse and imo suggests it will certainly fail

Remember that this IS Musk; not very predictable. But I'm going to try... Since Musk has stated that this was NOT to make money, I imagine that triggering the poison pill, and THEN dumping the shares would tank the stock. Musk did say "final offer, and if rejected, re-evaluate". The poison pill trigger? Not something talked about.

I hold some shares of TWTR, and would continue. For the lulz.

You're probably right. On the other hand he is one of their biggest users and has a lot of celebrity friends.

There's too much drama on real twitter about it anyway. They might be stupid enough to ban him too soon, and if they keep on doing that nobody will want to use it. A lot of the top users haven't tweeted in over a year.

He can buy one of those other competitors used by right-wing folks. Hell, if "free speech" is so important to him and to everyone else he wants to rescue he can just tweet to use those other platforms. It's certainly cheaper.

Twitter is "losing hundreds of millions of dollars every year" (I don't know if that's how we're using air quotes now, just following your lead), it is already circling the drain. No need to buy anything, it would be trivial for him to setup a clone and fund it indefinitely while it tears itself apart.

Revenue grew 37% since last year.

And they were profitable when you exclude their once off litigation expense.

Not sure about your definition of circling the drain but Twitter definitely isn't.

Spoiler alert: other platforms are not in any way more "free speech". Gab for example bans porn, which is both free speech protected by the First Amendment, and allowed on Twitter. TRUTH Social seems to forbid a lot of things, such as depictions of violence, lewd content, libelous/slanderous content and lying (true to their name, I guess?).

Twitter is where the network effect and users are, so no it makes more sense to take over Twitter and shape it to your own views if you are a billionaire who wants to make an impact on public discourse and free speech.

>Woke means broke I guess.

That sentence alone means you weren't even discussing this in good faith.

It's very well possible that the Twitter board believes that they can achieve higher value for the shareholders than what Elon offered. It's also very well possible that after talking to Elon through private conversations that you were not part of, they fundamentally disagree with his value and the direction he wants to take the company.

>I think his plan B will be to start a competitor.

Hey, maybe he would buy Parler, that would sure get him all the attention he desperately craves for. /s but maybe not.

> That sentence alone means you weren't even discussing this in good faith.

Is that what good faith means now? Being religiously part of Camp A or B?

The balance sheet speaks for itself. Incidentally Parler or his potential Twitter clone will also end up a toxic internet community. Who cares? I personally wouldn't use either one.

Certainly with Twitter already doing a great job losing money and alienating most people (almost nobody actually tweets and usage is falling) an alternative would split the user base and accelerate their demise and the inane concept of web micro-forums being worth tens of billions of dollars. Companies will simply decide advertising on Parler/Twitter is not worth the hassle.

>Is that what good faith means now? Being religiously part of Camp A or B?

No. But you immediately made this into a Camp A vs. Camp B problem when in reality there could be a million different reasons for the Twitter board to not want to get acquired means you weren't trying to discuss this specific situation, you were looking to turn this into a debate on "wokeness". That's why I said you weren't discussing in good faith.

>The balance sheet speaks for itself.

Does it? Elon has seen the same balance sheet and he thinks the true value of the company is higher than what it is now as well. So obviously he thinks Twitter has the potential to achieve much higher value through implementing XYZ. The board agrees too but just disagree on what that XYZ is.

> Elon has seen the same balance sheet and he thinks the true value of the company is higher than what it is now as well.

Up to you to take him at his word however he has stated otherwise.

"It's important to the function of democracy, it's important to the function of the united states as a free country and on many other countries and actually to help freedom in the world more broadly than the US.

You know I think this there's the risk, civilizational risk, uh is decreased if twitter, the more we can increase the trust of twitter as a public platform and so I do think this will be somewhat painful and I'm not sure that I will actually be able to to acquire it.

I mean I could technically afford it um what I'm saying is this is not a way to sort of make money you know..

It's just that I think, my strong intuitive sense is that having a public platform that is maximally trusted and broadly inclusive is extremely important to the future of civilization"

- https://www.youtube.com/watch?v=yDfqwTBHah8

Wait, you seriously think Elon is buying Twitter out of his good heart to "protect" the healthy functioning of democracy?

Jesus I know it's Friday but some of you guys start drinking early man.

His net worth is over a quarter trillion dollars. Flipping twitter for profit is very far from a sure thing and seems like a waste of his time.

Why out of everything that he could invest in would he bother with twitter specifically? Whatever his intentions are it seems plausible that this isn't about money.

I get that you don't like him but this attitude of "I am right, you are wrong, and if you disagree you are drunk" is.. not a good look.

>Whatever his intentions are it seems plausible that this isn't about money.

It's very plausible that this isn't about money, and I never said it's about money. However it's far more plausible that this is about a narcissist buying media and social influence and he wants to be able to shape public discourse that paints him in a positive light. He really cares what people thinks of him.

All of that would seem far more likely (and suits his past track record) than him doing this to "save democracy".

> I never said it's about money.

> Elon has seen the same balance sheet and he thinks the true value of the company is higher than what it is now as well.

Also I'm pretty sure a narcissist is exactly the sort of person to genuinely think he is saving democracy by buying a website.

Do you know him personally? Are you a trained psychiatrist? Narcissistic personality disorder can be a serious affliction, tell him I hope he gets the help he needs and that I wish him the best.

I personally just want to know what will happen to the stock.

You're incredibly naive.

He is already an influencer and owning a social network where he gets to set his own rules would be the best way to ensure his influence increases further.

Free speech on social media is an oxymoron. SM is designed to give you power in proportion to the number of connections you hold. Its a popularity contest of twisted, faked, carefully crafted viral thought - most real, true and meaningful things get lost in the sea of professional influencers.

You will find more real free speech with a single visit of a subreddit than you will within a week of being on social media.

elon wants to save us from woke people, and sees that this is a trillion dollar opportunity.

have you seen the matrix? they powered a cluster the size of the planet using humans for batteries! this is the same scale problem, that and pedophilia.

there are better "good faith" postings on Wall Street bets than HN, this place is an asylum

> Elon has seen the same balance sheet and he thinks the true value of the company is higher than what it is now as well. So obviously he thinks Twitter has the potential to achieve much higher value through implementing XYZ. The board agrees too but just disagree on what that XYZ is.

Yes, but one version of XYZ (the board's) has been tried while the other (Elon's) has not. Elon's plan might lead to even worse results than the board's, but he doesn't think it would, hence his optimism if they adopt his plan.

The topic of discussion is corporate governance and finance, and you immediately pivoted to some irrelevant culture war BS.

The topic of discussion is Elon Musk trying to purchase Twitter, which is very much at the intersection of finance and culture war.

"culture war" is the ultimate propaganda tool to be used on people who think they are smart

> The balance sheet speaks for itself

a) Revenue increased 37% y/y.

b) User count growing at 2% y/y.

c) Profit of $273m in 2021 when you exclude once-off litigation expense.

https://www.prnewswire.com/news-releases/twitter-announces-f...

> c) Profit of $273m in 2021 when you exclude once-off litigation expense.

The once-off litigation expense might soon be recuring in 2022, after this move. The former was a shareholder class action lawsuit, and the latter will most likely be the same.

Twitter is predicting a drop in GAAP loss in 2022 to between $225-$175m.

So even if the lawsuit is recurring (neither of us know) they are still managing to reign in their losses.

By any definition the company is heading in the right direction.

Fascism means cashism!

(Sorry, unable to resist.)

I for one prefer that my communication-medium not have "values". For obvious reasons.

Not having value is a value in itself. It takes a crazy amount of effort to be completely neutral.

>that my communication-medium

Twitter is first and foremost a publishing platform, you should not rely on it as a private communication medium. None of the chat apps I know censor stuff, so use them instead.

Use Twitter for public communication if you want, but since it's in the public domain you can't complain too much if there is content moderation.

I dunno man. My email software seems to accomplish that feat quite easily.

Sure I can complain. When it's the defacto public forum any administrative conversation-tweaking is pure poison to our society.

And also, yes, there is an implicit promise that the conversation between you and me is not getting fucked with by an invisible rat in the middle. So when I smell one of those rats, heck yes I'll complain. That's objectively ratty.

> Not having value is a value in itself. It takes a crazy amount of effort to be completely neutral.

The phone company does a pretty good job of it, and we have regulations that force them to be mostly "neutral".

Those regulations have worked out quite well. Perhaps it time to expand our existing, and working regulations to other platforms, given that they work so well on existing platforms.

One-to-all broadcasting is a fundamentally different medium than one-to-one conversations.

The various messenger apps are closer analogs to phone companies and they have no or very light content moderation.

There are some differences, yes. But regardless of those differences, society has not collapsed because of those laws. Those laws work just fine.

So they could be extended to other things, and the world would also not collapse if that happened.

> It's very well possible that the Twitter board believes that they can achieve higher value for the shareholders than what Elon offered

Who would believe that? They’ve had years to prove it and as they stock market has doubled in value their stock has been cut in half.

Share holders should sue. It’s time to trick their world and either drive the stock price to a few bucks or force then board to do their fiduciary responsibility and sell the company.

It’s a great offer.

All of this is possible, but the reality is: Twitter is a 16 year old company that has changed imperceptibly since its inception. Elon has several polls over the past month, voted on by literally over 3M people, vehemently disagreeing with some of the policies Twitter holds dear. Their revenue is flat and down. They literally had a chokehold on global politics during the Trump era, and did nothing with it toward building a better business, or even a better social network.

Their board can believe all they want. But they're failing, miserably. Elon isn't perfect, but at least he doesn't have a demonstrated history of driving his companies' value into the basement, like Twitter's leadership does. This move by their board serves no-one but them; it doesn't serve Twitter's users, it doesn't serve their customers (advertisers), it doesn't even serve the vast majority of shareholders (which will be evidenced by an unprecedented sell-off on Monday).

Goldman advised them to block the purchase, because $52/share was too high, while simultaneously holding a $30 sell benchmark on TWTR. Its not even ironic that this is where Twitter's stock is going; its what they predicted, and then caused. The idiots in the room are the Twitter board, who actually believed the advice was given in good faith.

> Elon isn't perfect, but at least he doesn't have a demonstrated history of driving his companies' value into the basement

How are SolarCity and Boring doing these days ?

> Elon has several polls over the past month, voted on by literally over 3M people,

Oh sh*t i don't follow him and didn't care about those votes ... should I write a bot to make my voice heard? Is that how it goes? (Or in other words: such a vote has no statistical significance aside from pleasing Musk's ego or whatever is driving him and his need for attention)

> Their revenue is flat and down.

This makes me wary of your post. You could have easily fact checked this and you would have seen that this is incorrect. It's up 37% compared to the year before that. [0] I checked the last 3 years and the growth has been positive during all 3 years. [1]

[0] https://www.prnewswire.com/news-releases/twitter-announces-f... [1] https://www.macrotrends.net/stocks/charts/TWTR/twitter/reven...

The entire Twitter battle is about the woke left taking over / banning all of America culture.

This implies American culture is pro-fascism, and while there are elements of that I don't believe that encapsulates American ideas - the gamut of ideologies have been part of the nation since its founding, though the ideas and what that means have shifted over time

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