Re:Elon Musk owns 9.2% of Twitter
by matthewmcg on Monday April 04, 2022 @10:39PM
(#30914753)
Update: some press coverage raising the same questions. The silly part about this is the filing deficiencies seem either inept or willful. Mr. Musk can certainly afford good securities lawyers to make the proper filings. A 13D is not that much more burdensome than a 13G, and some activists use the filing (which gets a lot of free attention) to make statements that to support their objective, whatever that may be.
https://www.wsj.com/articles/elon-musks-twitter-investment-r...
Second update: the inevitable Matt Levine column on the same theme: https://www.bloomberglaw.com/bloomberglawnews/mergers-and-ac...
If he's indeed seeking to participate actively in changing things at Twitter, he may have opened yet another front in his antagonization of the SEC.
[1]: https://www.law.cornell.edu/cfr/text/17/240.13d-1
Background: the SEC requires purchasers of >5% of a U.S. public company to provide certain information about themselves and their intentions in making the purchase. Generally, you file Schedule 13D if you're seeking to conduct a takeover bid. The shorter Schedule 13G is supposed to be used only for "passive" investors.
Here, perhaps Musk would say he's not seeking a change in the "control" of the company (voting share ownership), just a change in governance practices not involving a change in control.
This will be interesting...