Elon Musk Launches $43 Billion Hostile Takeover of Twitter

[konfab]

Don't get stuck on the terminology. It's not hostile to ensure that a deal is made in good faith. Musk wasn't forced to agree to go through with deal inclusive of the clause.

It is absolutely a hostile move.

You want a good explanation why, watch this legal breakdown of what it is.

 

[Howdy]

Of course it’s a representation of me? Why can’t it be? My view being parroted isn’t allowable? Pretty sure free speech extends to marketing or lobbying?

Yet in the real world, we see bots abused to create multiple fake personas. It's like you voting ten times, or hundred times, or ... depending how large your bot network is. That's the common understanding in these things, why terms like bot herders exist. It's using automation to magnify the effects.

 

[Kieppie]

Of course it’s a representation of me? Why can’t it be? My view being parroted isn’t allowable? Pretty sure free speech extends to marketing or lobbying?

If you have one bot that represents you in the online space you may have more a point, that's not how bots work though.
Also no, "Commercial Speech" is separate from the speech of a private individual and has diminished protection and much more regulation.

 

[quovadis]

It is absolutely a hostile move.

You want a good explanation why, watch this legal breakdown of what it is.

I know adulting is hard but it's a simple penalty clause. A clause which Musk agreed to willingly and without duress. That clause together with the other provisions of the contractual offer forms the basis for the consideration of the offer by the shareholders. If any shareholder doubted Musk's faith in the deal that clause would negate any concern.

 

[konfab]

I know adulting is hard but it's a simple penalty clause. A clause which Musk agreed to willingly and without duress. That clause together with the other provisions of the contractual offer forms the basis for the consideration of the offer by the shareholders. If any shareholder doubted Musk's faith in the deal that clause would negate any concern.

What on earth are you talking about?

The poison pill isn't a clause that has anything to do with Musk's contract with Twitter, it was adopted entirely by the board. It is there to make it stupidly expensive to initiate a hostile takeover by diluting the value of the shares in the company. This happened first.

Then, once the merger agreement did happen there were some clauses that guaranteed good faith upon both parties.

In the merger agreement, there is an entirely separate thing that would require Musk to pay Twitter $1bn, if Twitter does everything it does to abide by the agreement but Musk for some reason sabotages it. Likewise the same goes for Twitter sabotaging the agreement.

Here is the relevant part of the merger agreement relating to this.

Upon termination of the Merger Agreement under specified limited circumstances, Twitter will be required to pay Parent a termination fee of $1.0 billion. Specifically, this termination fee is payable by Twitter to Parent because (1) Twitter terminates the Merger Agreement to allow Twitter to enter into a definitive agreement for a competing acquisition proposal that constitutes a Superior Proposal; or (2) Parent terminates the Merger Agreement because the Board recommends that Twitter’s stockholders vote against the adoption of the Merger Agreement or in favor of any competing acquisition proposal. This termination fee will also be payable by Twitter to Parent in the event that, generally, (1) a competing acquisition proposal for 50% or more of the stock or consolidated assets of Twitter has been publicly announced and not withdrawn, (2) the Merger Agreement is terminated because Twitter’s stockholders fail to adopt the Merger Agreement or because Twitter materially breaches the Merger Agreement, and (3) within twelve months of such termination of the Merger Agreement, Twitter enters into a definitive agreement providing for a competing acquisition proposal for 50% or more of the stock or consolidated assets of Twitter and such acquisition is subsequently consummated.

Upon termination of the Merger Agreement under other specified limited circumstances, Parent will be required to pay Twitter a termination fee of $1.0 billion. Specifically, this termination fee is payable by Parent to Twitter if the Merger Agreement is terminated by Twitter because (1) the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger are satisfied and the Parent fails to consummate the Merger as required pursuant to, and in the circumstances specified in, the Merger Agreement; or (2) Parent or Acquisition Sub’s breaches of its representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied. Mr. Musk has provided Twitter with a limited guarantee in favor of Twitter (the “Limited Guarantee”). The Limited Guarantee guarantees, among other things, the payment of the termination fee payable by Parent to Twitter, subject to the conditions set forth in the Limited Guarantee.

https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/67572c16-711a-43fd-9488-b75e3f6bc469.pdf

That isn't what a poison pill is. A poison pill is a motion by the board of a company to devalue the company's shares against an entity wanting to commit a hostile takeover.
https://en.wikipedia.org/wiki/Shareholder_rights_plan

 

[quovadis]

Yet in the real world, we see bots abused to create multiple fake personas. It's like you voting ten times, or hundred times, or ... depending how large your bot network is. That's the common understanding in these things, why terms like bot herders exist. It's using automation to magnify the effects.

I don't agree with the analogy of voting because there are laws against voting more than once by any mechanism. There is however no limitation on free speech or or how I choose to distribute or amplify it.

 

[quovadis]

The poison pill isn't a clause that has anything to do with Musk's contract with Twitter, it was adopted entirely by the board. It is there to make it stupidly expensive to initiate a hostile takeover by diluting the value of the shares in the company. This happened first.

The contractual obligation might be a stipulation by Twitter's board but it is still an undertaking agreed to by Musk willingly as material to his offer. As Musk would be acquiring ALL issued shares there is no need to prevent a hostile takeover because his offer is set at at a FIXED price for ALL shares. It's not like he's offering to buy a large stake, then causes havoc and can buy up the outstanding shares for pennies on the dollar to obtain a majority share IE. A hostile takeover. The traditional sense of a poison pill thus does not apply.

 

[konfab]

The contractual obligation might be a stipulation by Twitter's board but it is still an undertaking agreed to by Musk willingly as material to his offer. As Musk would be acquiring ALL issued shares there is no need to prevent a hostile takeover because his offer is set at at a FIXED price for ALL shares. It's not like he's offering to buy a large stake, then causes havoc and can buy up the outstanding shares for pennies on the dollar to obtain a majority share IE. A hostile takeover. The traditional sense of a poison pill thus does not apply.

The poison pill doesn't apply now because they have accepted the merger agreement.

What I was saying, is that that they were hostile to Musk.

Still interesting times with lots of drama.

Twitter still technically has a $1bn fee that they can force Musk to pay for breaking the terms of the agreement, but they have opted not to go for it in lieu of the lawsuit for the whole amount. The real curious part is that they did all of this after being completely hostile to Musk in the first place.
[/QUOTE

 

[quovadis]

If you have one bot that represents you in the online space you may have more a point, that's not how bots work though.
Also no, "Commercial Speech" is separate from the speech of a private individual and has diminished protection and much more regulation.

I wasn't saying my speech was commercial in nature however would it matter if I distributed it via commercial means? I doubt it.

 

[quovadis]

The poison pill doesn't apply now because they have accepted the merger agreement.

What I was saying, is that that they were hostile to Musk.

Of course it applies. The merger agreement has been entered into by the parties and is binding. Musk is now trying to terminate it with as little liability as possible including that very clause.

They weren't hostile to Musk. Musk made an offer, they added provisions which he incorporated, the board voted in favour of Musk and they presented it to their shareholders with a recommendation to take it. All within record time. I can't think of a deal of this size going that quickly or without friction?

 

[Howdy]

I don't agree with the analogy of voting because there are laws against voting more than once by any mechanism. There is however no limitation on free speech or or how I choose to distribute or amplify it.

Actually there is. You mentioned spamming. Did you check what Twitter's spamming policy is?

Authenticity​

Platform manipulation and spam: You may not use Twitter’s services in a manner intended to artificially amplify or suppress information or engage in behavior that manipulates or disrupts people’s experience on Twitter. Learn more.

People have been held to account in courts for violating a private company's T&Cs.

It's not about what you believe to be true, it's about what's best for everybody. Every platform has a right to decide on their T&Cs. In the US, companies have been held to account by the likes of the FTC where the company does not honour it's own T&Cs and it causes harm.

 

[Kieppie]

I wasn't saying my speech was commercial in nature however would it matter if I distributed it via commercial means? I doubt it.

You mentioned marketing & lobbying, hence my comment about commercial speech not enjoying the same freedoms as normal speech. Feel free to look it up

 

[konfab]

Of course it applies. The merger agreement has been entered into by the parties and is binding. Musk is now trying to terminate it with as little liability as possible including that very clause.

They weren't hostile to Musk. Musk made an offer, they added provisions which he incorporated, the board voted in favour of Musk and they presented it to their shareholders with a recommendation to take it. All within record time. I can't think of a deal of this size going that quickly or without friction?

You are not following me.

There are two distinct things we are talking about.
1) The shareholder rights plan adopted by the board when Musk filed with the SEC that he wanted to buy twitter
2) The merger agreement, which bind parties to some obligations like due diligence, guarantees etc.

The merger agreement was signed well after the shareholder rights plan.

Do you understand this part?

 

[quovadis]

Actually there is. You mentioned spamming. Did you check what Twitter's spamming policy is?


People have been held to account in courts for violating a private company's T&Cs.

It's not about what you believe to be true, it's about what's best for everybody. Every platform has a right to decide on their T&Cs. In the US, companies have been held to account by the likes of the FTC where the company does not honour it's own T&Cs and it causes harm.

You've now gone full circle. Musk's entire motivation was enforcing rights of free speech only limited by law not by Twitter's/company policy. Pretty sure there is no law outlawing anyone from participating in the public discourse under multiple pseudonyms at least in the US context? It would be counter-argument for him to now say that freedom of speech is only limited to verified accounts of natural persons with explicit conditions

 

[quovadis]

You are not following me.

There are two distinct things we are talking about.
1) The shareholder rights plan adopted by the board when Musk filed with the SEC that he wanted to buy twitter
2) The merger agreement, which bind parties to some obligations like due diligence, guarantees etc.

The merger agreement was signed well after the shareholder rights plan.

Do you understand this part?

The merger agreement is WHAT MATTERS. Thus, does the merger agreement (being the definitive and material agreement) contain the termination clauses or not?

 

[quovadis]

You mentioned marketing & lobbying, hence my comment about commercial speech not enjoying the same freedoms as normal speech. Feel free to look it up

Yes but if I pay a marketing company to amplify my views on religion or political beliefs is that commercial speech? No, it's not. I'm not marketing a commercial product or service.

 

[Kieppie]

Yes but if I pay a marketing company to amplify my views on religion or political beliefs is that commercial speech? No, it's not. I'm not marketing a commercial product or service.

As it will be the marketing company that does it then yes it will still be commercial in nature.
You are in essence still "selling" something, you won't needlessly yell into the ether, let alone pay someone to do so, unless you suffer from some disorder I suppose.

 

[Howdy]

You've now gone full circle. Musk's entire motivation was enforcing rights of free speech only limited by law not by Twitter's/company policy. Pretty sure there is no law outlawing anyone from participating in the public discourse under multiple pseudonyms at least in the US context? It would be counter-argument for him to now say that freedom of speech is only limited to verified accounts of natural persons with explicit conditions

Actually, free speech has nothing to do with abuse of platform. These are two distinctly different creatures. Atm, without being nasty, I can't but help think of all those pesky spammers trying to sell viagra to teenage girls, claiming it's their right under free speech laws.

Rights impose obligations to not pervert rights to the determent of others. This is also the exact same with privacy and also those other things that makes a free society free. The past few month, the GDPR has come under close scrutiny as it's being perverted. The beginning of the week, POPIA was topical in a session and South Africa is fast realizing they may have jumped onto the privacy bandwagon too fast, modelling it on the GDPR.

 

[Howdy]

Yes but if I pay a marketing company to amplify my views on religion or political beliefs is that commercial speech? No, it's not. I'm not marketing a commercial product or service.

Actually, you need to ask why political parties has to get exception from spam laws. It's a cats vs animals thing. All UCE is spam, all spam is not UCE. The MAAWG has some nice definitions.

 

[quovadis]

As it will be the marketing company that does it then yes it will still be commercial in nature.
You are in essence still "selling" something, you won't needlessly yell into the ether, let alone pay someone to do so, unless you suffer from some disorder I suppose.

Just because dissemination is via commercial means does not mean it's commercial speech.