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Comment by krick | Hacker News Reader

It seems you don't understand the question. I understand that the board can decide value per share. Basically everyone in this thread said this at least once, which is unnecessary, since that's basically what was stated in the root post, and that's why I asked the question in the first place! The question is how this is supposed to be fair. Because, once again, if you make me to sell my property for anything less than I want to sell it for — yes, it totally does sound like a robbery. Again, kinda by definition (I paid money to own some entity; if you want to become the owner of what I own, you have to pay what I ask for it — this is basically how all trading works).

So, once more, my question is: what is the underlying legal idea, that makes this supposedly "fair deal"?

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It seems you don’t understand the notion of conditional share ownership. These aren’t bearer bonds or cryptocurrency. Within the corporate structure that allowed you to be issued/sold these shares at the outset are stipulations that the board can liquidate your shares, under certain conditions. Evidently, those conditions have been met. An arbitrary definition of ‘fair’ doesn’t play into it.

I think the question is more to do with how we can have an economic system largely based on shares that can be rug-pulled from under a shareholder at any moment. How come governments don't legislate against it? How come anyone trusts shares enough to buy them?

At a guess I'd say the answers to the two questions are "they do legislate against some behaviours, but blocking hostile takeovers is worse than allowing them" and "the risk of that happening is built into the market price," but I don't actually know.

A healthy control premium over the market price for a publicly traded stock is a bit far and away from being "rugpulled"

Yes, and I think krick was asking what happens when something closer to a rugpull happens.

The SEC says no, or there is a shareholder lawsuit.

Publicly traded securities aren't the Wild West, and the real world has built up comparatively effective dispute resolution tooling like "courts," elected and appointed "judges," "regulators," and "prosecutors."

Not to mention "case law" and "precedence"

I think the problem is that a large number of people got used to various trading accounts like ETrade, Robin Hood, etc. and that seeing "N shares of ABC" on a web site means that they actually own the shares. But this is just an abstraction like someone said in another comment. I would encourage you to go and read any brokerage's terms of service that you agreed to when you signed up. Or if you actually managed to get a paper stock, read the fine print. I promise you it will be very interesting :-)

I personally am aware that shares are a very limited form of ownership and gave my personal answers for why I accept that, but the meta-level question that was raised by krick earlier still stands, which is how everyone else in the world sees it and goes "yep, that's totally fair, we don't need to fix this."

speaking for myself, "fair" means they obey the contract, which gives them that ability

there is also the option of not letting people buy or sell stocks at all, which would resolve the same issues the mandatory sell provisions resolve

>Within the corporate structure that allowed you to be issued/sold these shares at the outset are stipulations that the board can liquidate your shares, under certain conditions.

Those conditions and corporate structures should be regulated way more thoroughly, preventing legal fuckery such as this. Or share classes.

The board cannot, by itself, decide the value per share. The board can present its opinion that the deal is fair by approving it, and suggest that all shareholders take this course of action by subjecting the deal for shareholder vote. If the majority of shareholders agree by voting in favor, then the company will be sold, even if a significant minority disagrees, because the company is structured to act according to the will of the majority. That's what makes this a "fair deal".

It would be good to get confirmation on this as it contradicts statements upthread saying the board, in USA [though I'd expect it might be specific to a stock market], decided on behalf of the shareholders (to whom they have a duty).

Someone noted the UK position required shareholder assent, which sounds like what you're saying here.

If shareholders vote that sounds 'fair'. If the board decided and shareholders are obliged to go with it as that's how shares are [in some particular jurisdiction/market] then it being fair seems of no concern to that system (as a sibling content intimated).

If you look at (at least one) of the recent articles (try AP or reuters), the board mentioned that the deal is still subject to both shareholder and regulatory approval. That's where it is. Shareholders still have to vote, and the concept of "fairness" will be roughly equal to that of democratic elections. Sometimes the majority votes for a thing and the minority has to accept it in order to make progress.

The board basically voted to stop standing in the way of the deal and submit it to shareholders themselves since they confirmed that A) it seems like an ok deal and B) it's likely to not waste everyone's time.

It's a bit messy. Legally the board has to act in the best interest of all shareholders. In actual trials the judges tend to defer to the board's business judgment since they are intimately involved with the company's strategy and operations, unless the opposing shareholders can provide evidence of equal experience or understanding of business. In practice however, sitting on a company's board is a job, and the directors mostly do what the shareholders want to protect their career and professional image.

In this case, Reuters reported here https://www.reuters.com/technology/exclusive-twitter-set-acc... that the deal is subject to shareholders vote before it can be closed.

> what is the underlying legal idea, that makes this supposedly "fair deal"?

If you don't trust the board to do right by you, you are free to (and should) sell your shares.

> if you make me to sell my property ...

zwily explained above ( https://news.ycombinator.com/item?id=31162992 ) shares are not your property.

> US equities, corporate and municipal bonds can be issued in certificated form, though this practice has been largely replaced due to the costs and inefficiencies of keeping them. Rather holdings are kept as "immobilized" or "street name", with the beneficial owners keeping them in accounts at broker-dealers and banks, just as they do for currencies. DTCC uses a nominee firm, Cede & Co., in whose name a share certificate is held in the DTCC vaults. Each day DTCC reconciles with the relevant transfer agent the number of shares held in its accounts for its member banks and broker-dealers. In turn, other banks and broker-dealers hold accounts with DTCC member firms, creating a chain of ownership down to the beneficial owner.

https://en.wikipedia.org/wiki/Securities_market_participants...

The board cannot unilaterally decide the share price. The deal will only be finalized once, among other things, it's approved by shareholder vote. But that is largely a formality. The largest shareholders are going to be institutional and not ideological, and $54 is way higher than most (all?) estimations for Twitter's value. Incidentally the same reason that refusing this deal would have exposed the board to personal legal risk.

As for why it's fair - a share doesn't represent ownership of a company, it represents a voting share in an abstract entity. Normally these are pretty close to the same thing, but there are important distinctions - such as here. When Twitter goes private the abstract entity it used to be will cease to exist, along with all voting rights in such.

The shareholders appointed the board to act as their fiduciaries in respect to the governance of the company. They voted for them. Among the powers they granted them is the power to accept an offer to buy the company.

If you bought shares after the last annual shareholders' meeting, well... presumably you were happy enough with the current board members and the company bylaws to buy the shares in the first place. You did... do some diligence before you invested, right?

Imagine the reverse situation, where the board could not decide on the price everyone got per share but did let someone get a controlling stake. I could by 51% of a company for $10 per share and then use my controlling interest to pay myself a consulting fee that was the profits of the company. I could offer the rest of the shareholders $1 for their shares, knowing that I would never let them make any money off of them. When someone takes control you have to try and make sure that at the moment they take control every everyone is paid equally. It doesn't always work like that, but I hope this helps you understand the fairness of setting a price for the remaining shares when someone is in a position to take control of a company.

Buyers are often only interested in buying 100% of a company. If an all or none bid comes in, either the people who want to accept or the people who want to reject are going to be unhappy. When setting up a company you have to plan how to deal with this possibility in advance, without knowing the specifics of any offer. Most large public companies come to the conclusion that letting the majority decide is the fairest thing to do, and most shareholders know that's how it works when they are buying the shares.

Other people have tried to explain this in many ways, but I'll take a stab in a different direction.

When you purchase stock in a company, you agree to certain governance principles, rights and responsibilities. Those principles outline an individual shareholder's rights in the event of an acquisition.

Basically, you agree to those terms when you purchase the stock. If you don't like your rights, don't purchase the stock. If you own a stock and don't believe the governance structure has your best interests in mind, sell it.

> what is the underlying legal idea, that makes this supposedly "fair deal"?

Every public company has articles of association which define the rules determining things like this. By purchasing a share you agree to those articles of association. You can’t just say “hold up I didn’t agree to this”, because you did.

Tangential, but there was an interesting Lex Fridman podcast recently featuring Michael Saylor, on the advantages of bitcoin as a 'property' as opposed to a 'security' (such as shares).

I mention it here as I hadn't thought about this beforehand, and many examples were given in that podcast of the advantages of property (bitcoin, real estate, barrel of oil) compared to securities (shares). Less potential for conflict of interest, stronger concept of ownership and stability over time.

Thanks for asking, I had the same question and I thought it was some NYSE agreement I agreed to with Robinhood when I signed up.

It is not fair nor it is supposed to be. Stocks make as much sense as NFTs.

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