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Comment by thawaya3113 | Hacker News Reader

The Twitter board isn’t gonna make Elon do anything.

They will settle the shareholder lawsuits (and probably make Twitter Inc. and therefore the shareholders themselves, pay for it).

Because if they do anything Elon’s gonna threaten to make their lives miserable in many different ways. And they are all gonna fold.

They didn’t become board members to protect shareholder rights. They became board members because it’s a cushy job that pays well for little work. And gives you some street cred. Getting into a fight with Elon threatens all of that.

So yeah, Elon’s bullying and tantrum throwing will win again because the only entity that can fight back, the US govt, has decided for a few decades that it really shouldn’t be doing anything.

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> "Because if they do anything Elon’s gonna threaten to make their lives miserable in many different ways."

> "this is an ugly tantrum"

I think you and OP are in agreement there.

But I'm highly interested what you think Elon would personally do to make the board's lives miserable. If anything, standing up to his tantrums gives them more "street cred", and if Elon does take over Twitter they will all immediately lose their "cushy job that pays well for little work" anyways.

If I'm a board member, extracting the $1 billion breakup fee from Musk without giving up any control of the company would be my number one strategy in saving my job, in defending my worth as a board member against Elon's charges of ineffectiveness, and in carrying out my fiduciary duty to shareholders.

Elon has the ability to direct an angry mob at anyone he wants just by saying some mean things about them, true or not. I certainly would not want millions of rabid Elon fans gunning for me.

He could also maliciously try to deny Twitter board members and executives positions at other companies, like he did with the SEC employee turned law associate.

Given Elon's power and pettiness I'm sure there are many other ways he can and will try to harm people he dislikes.

Well, then Twitter can simply close his account.

That doesn't prevent him from telling companies he will only do business with them if they help him freeze out people he doesn't like.

Is he disputing the $1 billion dollar break-up fee? In the big scheme of things I just don't know that that element of it is that big a deal in comparison to the $15 or so billion dollars Twitter is not getting from the delta between current stock prices and Musk's original offer.

Yes, he's positioning himself to be able to claim he is as able to walk away without paying the breakup fee, by claiming Twitter breached contract first:

"Musk’s lawyers say in the letter that Twitter has offered only to provide details about the company’s testing methods. But they contend that’s “tantamount to refusing Mr. Musk’s data requests,” and constitutes a “material breach” of the merger agreement that gives Musk the right to scrap the deal if he chooses."

https://apnews.com/article/elon-musk-twitter-inc-spacex-tech...

I saw that quote, and I guess don't highly doubt that he wouldn't try to walk away from the fee, but since he's currently contractually obligate to purchase twitter well over it's valuation, I figured the emphasis of that statement was more to say that he could back out at all, since that's the much bigger financial risk.

Seems like Twitter's major shareholders include Vanguard and Morgan Stanley? If Twitter's board forgoes billions of $$$ just because "Elon's gonna threaten them," I can't imagine these nice Wall Street Bankers not personally igniting fire under the feet of every single board member. Especially when the law is on their side.

I fundamentally agree with you but I think a few things.

1. There's a small chance they fight because 10's of billions of dollars are at stake.

2. If they do fight I'm pretty sure they lose because I don't think a judge would want to force someone to do something they don't want to do like this, especially when that person is a billionaire.

3. It makes the future popcorn-eating amateur sports analysis in the future interesting(or less interesting?) on these kind of deals, because I think early on there was this sense that Elon Musk was taking this big risk by making a big offer and waving due diligence, and the reality is that risk doesn't work for billionaires the way it works for the rest of is. All this back and forth about the nuances of contract law end up irrelevant.

Re: point 2 – a judge wouldn't necessarily force him to carry out the deal, but the judge would likely force him to pay the $1bn breakup fee that is agreed to if he does not carry out the deal.

The judge can force him to pay a lot more than 1 billion dollars. And it's not unlikely either.

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