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Comment by ameister14 | Hacker News Reader

>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?

So let's say you put in a shareholder rights plan that allows all current shareholders to buy 10 new, discounted shares whenever a new shareholder reaches 20% ownership and for every share they buy from then on. That effectively dilutes that one owner without anyone else, and if they continue to buy it makes all the other shareholders much more money.

That's not always legal, but it would help the interests of shareholders.

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> That's not always legal, but it would help the interests of shareholders.

Except the guy at 19.9% trying to move up. Considering he has already invested quite a lot of money on the company, shouldn't the board also work for him ?

Why should he be treated differently and his share give him different "rights" than others people share ?

You are digging in the wrong sandbox if your goal is to find ethical behavior.

If ethics cannot be found, arguably you have a toxic artifact in civilization, and tgereby a good shaking up is warranted.

More likely he'll withdraw offer and sell his stake, causing share price to drop and all shareholders losing real and potential gain.

The poison pill was mostly developed at a time when the alternative was him selling all the company assets and leveraging the company to load it with as much debt as possible then give out as large a dividend as he could before selling off the stock leaving the company insolvent and everyone out of work.

So imagine a company taking $100 million in debt, giving all that out as a dividend then the stock price tanking through quick sales. Poison pill keeps the company going and avoids that fate.

And this course of events is certain why? Because you've stated so?

Yeah, I didn't say anything about it being certain. I was outlining why it was developed.

...Companies do not warrant immortality. I fail to see how a corporate vehicle being able to persist against those that have bought in sufficient stake to move policy makes any sense whatsoever.

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