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Yeah, it basically means that at any moment he can decide to momentarily be the CEO again and overrule her.

But in reality any CEO is at the whim of the board, and if Elon owns > 51% of the voting shares, that's true no matter who holds any nominal title.

The difference is that normally, the CEO answers to the board every few months. And the board doesn't tell the CEO what to do; the point of a CEO is that they can be trusted to do the right move. If they can't, then they serve no purpose and will be fired.

In this structure, Elon is embedded in the decision making loop directly. The CEO normally is responsible for the company, but instead, Elon has decided that the CEO will deal with making money while he makes all of the decisions as to how the product works. Which essentially cuts the CEO of of any decision making aside from business partnerships, making her more of a VP of Sales than CEO.

Easier to sell if you’re CEO (in title, if not in actual job) than VP of Sales though.

If the issue is the advertisers need someone to escalate too (and someone who Elon would listen to when he needs talking out of some half baked idea), then it is a good fit.

If the idea is to have Twitter actually functional as a product driven engineering company, then yeah that won’t work. But baby steps.

> VP of Sales though

They all want to be CROs (Chief Revenue Officer) now.

The complexity with the Executive Chairman -> CEO -> CTO sandwich is that Elon also has a day-to-day operating role at the company.

That means that he's visible in the office (because bye-bye remote work), and when there are product/technical questions, it's unclear to employees whether Elon or Linda is the ultimate decider. It's normally not a problem that the board can fire the CEO, because employees never interact with the board and often don't know who they are. But when the chairman of the board is also an ordinary employee, some fraction of employees will follow the official reporting structure and do what the CEO wants, while some other fraction of employees will follow the "power behind the throne" and do what Elon wants. The result will be a company that can't agree what it's doing, with multiple competing groups working at cross purposes.

This was a huge problem at Google, both in the early days and today. Larry and Sergey would go directly to engineers with ideas, and then those engineers (hoping to get a coveted Founder's Award, and out of respect for the founders) would drop what they were doing and work on Larry's ideas. It worked in the 2000s, because Larry & Sergey's product judgment actually was really good - that's how we got GMail, and Chrome, and YouTube, and Android. But it's also the root cause of much of the organizational dysfunction that affects Google today. Google culture follows competence, not reporting lines, which means that one giant company is actually 1000+ small groups of unrelated projects, most of which duplicate each other, that never integrate quite right, which will often be technically brilliant but then blocked or unlaunched as soon as they cross some competing executive's path.

> and when there are product/technical questions, it's unclear to employees whether Elon or Linda is the ultimate decider.

Linda, because she is the one who is there every day. If Linda thinks Elon has made the wrong call, she just has to work out how to talk him out of it while soothing his ego, and in the meantime get her team to focus on how to implement the right one. She probably already has that skill, but if she needs mentoring, Gwynne Shotwell can help her out

With Musk in the CTO role, he's either going to be there every day, or Twitter is going to have an absent CTO. Both of them are bad for decision-making efficiency.

Given he is also CEO/CTO of SpaceX and Tesla, I don’t think he physically can be at Twitter every working day - unless he’s secretly cloned himself

Then he's going to be the absent (or worse, inconsistently-present) CTO, which is worse. If he's there then there's at least a chance of him and Linda working out clear roles and responsibilities. If he's totally absent then technical decisions are not going to get decided, which holds up engineering. If he's inconsistently absent then decisions may get decided when he's absent and then reversed when he shows up to the office, which makes it impossible to do any sort of long-term planning.

He obviously can't be at all three full time. Investors in SpaceX and Tesla have complained he's spending significant time in the Twitter office and neglecting the other two. Just because it would make business sense for him to focus less on Twitter doesn't mean you can assume he will - surely we can all agree, regardless of our opinion on Musk, that he frequently bucks the conventional wisdom on how a CEO should behave?

YouTube was bought and Eric Schmidt was the one who suggested it.

I thought Susan Wojciecki was the one who suggested it, she got Larry & Sergey's ear, and then together they convinced Eric.

Ah we are both wrong it was Jeff Huber:

https://twitter.com/TechEmails/status/1433837480449613839

> The result will be a company that can't agree what it's doing, with multiple competing groups working at cross purposes.

That sounds exactly like the Twitter I've known for nearly twenty years.

google bought youtube and android

There is no board of directors. Twitter isn't a publicly-traded company any more; it's private and it's owned by Musk.

Private companies still have boards of directors. It's possible to have a board of directors with only one member but this is a rarity; even non-profits and pre-funding startups will usually have a board with more than one person.

> It's possible to have a board of directors with only one member but this is a rarity

It is actually extremely common for corporations which aren’t regular business as such - for example, trustees of family trusts are commonly corporations with a single director who is the person who ultimately controls the trust. Also a common structure for sole proprietorship businesses that want some protection from legal liability.

I own a company which never has done anything (I was daydreaming). Its board of directors has one member-me. Legally, I am required to hold annual board meetings with myself, although I believe the legal obligation is met if I hold them in my head. “This year’s financial results: zero revenue, zero expenses, zero assets, zero liabilities, zero employees-another great year at does-nothing-corp!”

Meetings - yes, but still a good idea to write down minutes (seriously). It’s important documentation if you want the legal shield.

Otherwise, it’s easier to pierce the veil.

I once worked for a small Corp that the office manager was the board secretary and literally had a meeting with just herself for such a purpose.

Minutes would be important if my company actually did anything. A company that literally does nothing doesn’t have to worry about the piercing of the corporate veil, because you first need to do something before you can become liable for it

Unless someone sues you because of the name, or whatever. But point taken!

I'm a little confused by this comment because a sole proprietorship cannot exist in the form of a corporation. Of course, one person can have a corporation all to themselves, but the definition of a sole proprietorship is a business without a more complex form.

I'm guessing what you actually mean is "Also a common structure for one person who does business on their own, who has incorporated, and who is their own sole board member." Is my inference correct?

What I mean is a person who has a sole proprietorship desires greater legal protection, so they set up a corporation to replace their sole proprietorship, but it is still just a one natural person-owned business-in legal terms it is no longer a sole proprietorship, but in non-legal terms nothing has changed

Musk fired the board in Oct 2022. I can’t find anything about them reforming it.

It’s private now, they don’t need to disclose anything.

Don't they? In the UK at least they need to be disclosed to Companies House and that data is public.

Sure enough - but that is for the UK subsidiary, which is just going to follow the US companies directions. They wouldn't be independent.

[https://find-and-update.company-information.service.gov.uk/c...]

Interestingly, they're overdue on their bill with Companies House it looks like. Oops.

Lots of entities in Delaware named Twitter Inc. (3) plus what might be a holding company or two. Hard to tell without more digging.

[https://icis.corp.delaware.gov/eCorp/EntitySearch/NameSearch...]

I was just saying more generally, I don't know if the US has similar rules. Also I think the legal entity has changed to X Corp now.

This is common in the US too, usually they need to file with their state. Going private will often remove the need to file publicly with the SEC though (though even then, that depends on things like how many shareholders there are, not the trading status as such).

All companies have boards of directors, even privately owned ones

Small firms it is common to have a single person board of directors, where that single person is the 100% owner.

When private equity takes a large firm private, they’ll often appoint a board full of their own partners and consultants/advisers-if you own 20 different firms, you don’t want to deal with all their CEOs, you want a layer between the CEO and you-which is where the board helps.

100% subsidiaries (such as a large multinational firm’s local subsidiary in each country) commonly have multi-person boards of directors, with a handful of local senior staff on it (e.g. country director, head of local finance, HR and general counsel) - they usually all just rubber stamp whatever HQ wants, although occasionally they might refuse (e.g if local counsel insists HQ’s demands are illegal and complying with them would make the directors personally liable)

Not all companies. Only corporations are required to have boards. LLCs are not - their structure is dictated entirely by articles of organization.

It depends on the country. Where I live (Australia), we don’t have “LLCs”, we do have “PTY LTDs”, which are like an LLC - but it is a corporation and all corporations have directors, although the majority of PTY LTDs are sole director sole shareholder. Here, all companies are corporations

I should point out that in the traditional legal sense of the term, even US LLCs are corporations-it is just that people in the US have adopted some weird redefinition of “corporation” which excludes them. Under Australian law, a US LLC is a corporation, albeit a foreign one. Worldwide, I think most countries legal systems would reach the same conclusion

The British monarchy is a corporation (a corporation sole) - actually, a whole bunch of distinct single member corporations (the monarch), one for each Commonwealth realm, and also one for each Australian state and Canadian province - each called “the Crown in right of X”. Maybe that’s an example of a corporation without any directors, although one might (rather meaninglessly) claim the monarch is the sole director

he paid $44 billion to own the company

He and a group of other investors including a16z, Binance, and Sequoia.

Oracle has had Larry Ellison as chairman/CTO, and someone else as CEO, for almost 10 years now - and they’ve done well (financially at least) over the period. They even started out with two joint CEOs (Mark Hurd and Safra Catz), but were reduced to one by Mark Hurd’s sudden untimely death. Ellison isn’t majority owner, but he does own over a third of the stock.

Oracle, what a crazy company. Its only goal seems to be to buy things, and then destroy them.

I interviewed there a decade ago. Response: someone told me I wasn't a culture fit.

But this wasn't the normal "culture fit" response, oh no. You could tell it was a "you aren't willing to drink the coolaid" type of response. I feel I dodged a bullet.

I worked for Oracle for almost 10 years. My memories of working there is of just a lot of totally normal everyday people doing the same things as at any other large corporation. Some of the business and technical decisions were disappointing, yet somehow they found a way to just keep on making boatloads of money anyway.

Oracle isn't exactly a shining example. If you ask anyone technical who professionally came of age in the last 25 years what they're known for, the answer will be "lawsuits".

Your comment is a pretty good example of the kind of organizational dysfunction that results from unclear reporting and leadership vacuums. From the inside, lots of people are doing their job and doing their job well. From the outside, all this activity and all these highly-paid and highly-talented employees don't result in anything novel or useful. The company keeps chugging along, making boatloads of cash from its existing customers because old habits die hard, but gradually loses its capacity to adapt to market shifts. Then when a market shift happens, it goes out of business.

Twitter's problem is that a market shift is already underway, and their financials are precarious. Companies like Oracle or IBM can limp along for decades as long as their customers stay in business. Google is in the middle - their business is probably more precarious now than it's been in 20 years. Twitter is at imminent risk of death in the next 1-3 years if they don't turn the ship around.

I’ve seen people choose Oracle Cloud because it was cheaper than AWS/GCP/Azure. Maybe Oracle is selling at a loss to gain more market share, but if you design things right, moving to another provider isn’t that hard. In practice, AWS seems to have much more vendor lock-in

Oracle has so many acquired products, many businesses are paying for one and people don’t even notice. For example, NetSuite for accounting. Cerner runs hospitals. Lots of industry-specific software in utilities, insurance, manufacturing, etc

Compared to (say) IBM, Oracle is much keener on killing legacy products

i use oracle cloud for its extraordinarily generous free tier but it is straight up the worst website for any cloud service i've ever encountered, it reminds me of going into a retail shop that is clearly a money laundering front. the dashboard page seems purposefully designed to prevent you from managing your assets and i had to contact a support agent to figure out how to attach a credit card to my account.

I'm not talking about free usage, I'm talking about people spending serious money on cloud services. Cases I've heard about, Oracle sales were willing to engage in much more aggressive discounting on a large deal than AWS or GCP or Azure were, making going with Oracle pretty much a no-brainer from a cost viewpoint. I've heard similar stories about IBM as well. I suppose the second-tier players feel a need to fight for business that the first-tier players don't.

No idea about their web UI (although it can't possibly be as bad as the UIs of some of their legacy on-premise products) – but serious usage one tends to use the APIs much more than the web UI.

From the rumor mill, Oracle sales teams are amazingly amoral, even by enterprise standards. But very pleasant to be around if you have money.

I used to work very closely with Oracle sales teams in Australia-and I never saw anyone I worked with directly do anything “amoral”.

I heard about a few things on the grapevine, but in a 100,000 person company things are going to happen, you can’t really generalise from the occasional incident.

The rumors were specifically what happened when no one was looking, and the customers were always happy with it. But who knows. All second hand.

> It's an awkward structure to have the executive chairman and/or majority shareholder take a position (usually CTO or CPO) elsewhere in the org chart, because it means that that person is simultaneously the boss and subordinate of the CEO.

That's a good description and it is the de facto structure of a great many companies I've worked in/with. I would say it's relatively normal to be honest

Eric’s position was “golden handcuffs” from investors. Musk’s case is a bit different.

Yes! How could I forget one of my favorite examples, Eric Schmidt at google. It was a brilliant move.

But you have a great point about CEO vs COO. As the technical CEO of a small company myself (who loves building things), I know you just have to deal with certain things directly and dedicate your name and time (not complaining, that's just the job) and that takes time away from the day to day building.

It's the model his friend Larry Ellison uses with Oracle.

Yeah, imagine having to trust each other?