To make a successful hostile bid, you need to pay not just "more than the current price", but "more than the holders of 50% of current shares believe the company to be worth". Usually bidders use analyst price targets to guess at the distribution of holders' internal price targets.
This is what makes it so difficult, and why this bid is very likely to be rejected.
(This is easier to explain with a white board, tbh.)
If the shareholders are rational and believe the true value is greater than current price, why aren't people buying until it asymptotically approaches that price?
Optimism and hopes for future gains aren't priced in because they are fantasy and not yet material.
I believe a lot of my long positions are worth more than their current price, doesn't mean I'm going to spend all my money buying them up to that price.
If I lock in a 20% gain today that's nice, but I might believe with high confidence that it'll rise 50% in the next year. Then Elon's bid doesn't move me that much.
That risk and upside is already priced in if you believe in market efficiency.
They’re not. You’re mixing up the market as a whole and the owners of a majority of shares.
The ask price is the lowest ask. If you buy a lot of something, you reach further into the order book and the price is going to be higher. If you want a 51% stake, then a lot higher.
Many of them are passive, and only adjust once a quarter or once a year. Additionally, big spikes by one stock match drops in other stocks, aka they're not likely to make a big sale because one stock (twitter) had a good day.
The market is large and has plenty of participants with different strategies. There are people selling at the going price, and there are people who are not. The trading price is a good reference price, but it's not the "right price" for everyone.
But it's the only price based on facts rather than opinion.
Every market participant has a buy price and a sell price for one share influenced by their personal opinions and the state of the whole market; each at a different level and trading price is only calculated on actual trades. So all the shareholders that are unwilling to sell for any of the current offers do not influence it.
Yet if you were to buy 100% of the shares then you would eventually have to climb up to their price.
I don't anyone would find your squishy confidence it's worth 50% more than current value any more credible than shorters who think it's worth 50% less. Both seem like fringe opinions without much foundation.
It's not my opinion that TWTR is worth 50% more. Please don't understand it as such. It's an example of what someone long TWTR could be thinking when they simultaneously hold their position and want to reject the Musk takeover.
I don't think it's worth continuing this thread anymore though. Have a great day.
Every time a stock trades, there’s a single price. And that price is the price one person is willing to sell at, and another is willing to buy at.
That’s how markets work.
My guess is Musk and a few key players are acting in a logical way and the rest of the price action is made up of emotional response.
It’s anyones guess what the endgame here is, but one thing is for sure, Musk muddying the waters spells trap to me. I’m swimming the other way.
If you can buy 1 share at $1, that means that yes.
But a controlling interest in something almost always requires more than 1 share. It may require millions or billions of shares.
And once folks figure out that they’re the couple percent that will block that controlling interest, their own prices tend to change.
That volume of shares also means you can't just buy from the person who is happy to sell right now, you need to convince folks who don't plan to sell ever, or aren't in a hurry, or don't need money right now. Their prices tend to be different too.
And just like buying a tank of gas is different than buying an oil field, the value propositions and likely price discussions are different.
If you can buy an oil field of gas one tank at a time, more power to you - but you’ll likely quickly discover it doesn’t scale the way you want.
A dollar in the hand is worth a LOT of imaginary gambling dollars.
This can only be described as political/ideological or a huge gamble that Musk would come back with an even bigger offer rather than walk away. Neither of these seem to be in the best interest of shareholders.
In my opinion, the real reason behind the board's decision is ideological. If Someone with their ideology made the same offer, I'd bet big that they'd be announcing their acceptance and talking about the bright future for the company.
Screwing your shareholders over for ideology would not sit well with a jury. I'd love for them to go to discovery over this and see what the board REALLY said.
- Tesla loses money on every car. They make money from regulatory credit trading.
- SpaceX's Starlink satellites are involved in about 1,600 close encounters between two spacecraft every week, ~50 % of all such
- Hyperloop is impossible
- The Boring Company tunnels are deathtraps
Absolute hogwash. In 2021, Tesla made 43B revenue in automotive sales and only 1.5B in regulatory credits, which is less than net income of over 5B.
That is including massive short term hit by continuing investments in new factories and new products.
Good luck spinning.
https://www.sec.gov/Archives/edgar/data/1318605/000095017022...
Sensationalist garbage. Starlink satellites have automated collision avoidance.
No, it's legacy auto who's losing money on every EV they make. Tesla's profit margin insane:
https://www.google.com/search?client=firefox-b-1-d&q=tesla+p...
> The company had an income of $438 million, including a $101 million "positive impact" from the sale of Bitcoin, and $518 million from selling zero-emission regulatory credits to other automakers. That means Tesla continues to lose money making and selling vehicles.
They made over 5 billion in GAAP income last year. 1.5 billion of that was regulatory credits. They currently make money making and selling vehicles.
-Space access is leading the world. Satellites bring freedom, access, and peace.
-Cars are the safest, fastest, and smartest you can drive.
-Tunnels solve waaaay more problems than they create. Hyperloop isn't so much an 'active' project, see tunnels.
-Robots are extension of AI work for self driving.
-Brain project will help those with physical disabilities, and learning.
-Solar roof and battery at home is wicked cool and useful.
I'm leaving stuff out. Don't know if they take a loss on their cars, but if so that's very common for hardware manufacturers.
I'm not an Elon apologist by any stretch, but you have objectively bad takes here. I can only imagine you just don't like his personality.
Are his companies not leading in Space access? Clean energy? Transportation? Maximizing life? Fun.
The guy is a workhorse He innovates at every turn. He hires the best, and expects the best. He has done a marvelous job incentivizing great engineering, science, and research. Their goals are lofty. He thinks long-term. His teams are largely motivated for the right reasons, and he helps make many of his employees very wealthy.
His intentions are good. He's an environmentalist. He loves Earth. He loves people. He's positive and optimistic for the future. He can be abstract, artistic, and goofy.
From our perspective, he's rarely wrong, and when he is, he owns it. Is he perfect? Hell no. But he accepts responsibility. He engages with the public, and his fans.... and his haters.
One thing is for sure so far, people who bet on him win.
We'd be so lucky to have Elon lead a communication/social platform.
This is a little silly. I returned a Model 3 after they told me I'd have to wait months to get body defects repaired. These were defects that were apparent within 2 days of having it. They refused to simply swap the car out. For a little while it seemed unclear that they were going to repair it at all... just abysmal service.
> I'm not an Elon apologist by any stretch
I'm sorry, but you really really are (and that's fine, people like what they like). You're practically fawning over him in this comment.
I think the opposite. He is in fact an excellent physicist. Like Nikola Tesla if Nikola Tesla both cared more about money, though he did a lot; and was better at getting money; and critically, if he had a predecessor who got fucked he could learn from (hence the name of the company, and why I say "Nikola Tesla" instead of "Tesla", because at this point the brand is bigger than its eponym). Only 99% sure about these statements, not absolute. And people remember Nikola Tesla because of the electricity, well he also designed the Tesla valve, a valve with no moving parts. Who knows what else.
So keep in mind while Elon Musk has a lot of monetary capital ie rich, and sure he's also still in the game of pushing the boundaries, he's not better than anyone. He's not better than you. So for there to be things he's that good at, to get to that level of success by the metrics most people are obsessed with, he has to be bad at other things. Well not exactly, it's not like skill points. In fact physics is highly analog, so that limits how good you can be at digital. They just naturally compete for neural resources.
So in fact, he's vulnerable to ML, he's been getting hacked by its promises for the longest time, Achilles heel. But you realize it cannot be any other way? You can't have an Iliad with no Achilles heel, it doesn't work as a story, like Superman without kryptonite, you can tell the story of Popeye without spinach but not Superman without kryptonite.
Like he sees demos and he's like "finally shit that actually works" and then it's like no, this is more shit that doesn't actually work, one-trick ponies, not even, one-trick PhD's disguised as ponies. Like he believes he needs PhDs because at some level he believes in credentials, when what he obviously needs are dropouts like him. Day one dropouts ideally. I mean if he wants inventors. If he wants to prove something is impossible, then yeah a PhD is the best. I don't know what the hell it is, maybe it's a recent thing, I believe in the idea of a PhD, I like people with PhDs.
I think it's because they're intelligent, they're not stupid enough to try to fly by flapping their arms. They don't do one single flap. No idea what happens if you flap your arms. Sounds stupid right? That's how aviation came into existence, guys would try flying off the Eiffel tower with a bird costume, splat. But then less stupid guys said, OK you can't use your arms, you need wings in a stronger structure, and that's why airplane wings are called wings. They're not actually wings, that's a really weird metaphor for birds' arms. And it was strictly necessary for guys to go splat for there to be gliders and all the rest.
Because the market can stay irrational longer than you can stay solvent.
It would be stupid to buy a stock even if there was a 100 % guarantee for a stock to increase 2 % in 1 year as there are other basically risk free options available.
So it is possible and common for a stock to be lower then what people expect it to be worth. A really good example of this is when you have a powerful CEO or a person with more voting rights who might hold up a deal for their personal ambition. Think about Shari Redstone at Viacom. Most people think the company is worth more but difficult to sell because she wants to run it awhile to show she can.
Twitter is worth a lot but difficult to sell for all the reasons this deal is showing. Supposedly Disney thought about buying it but realized it would be very controversial. When it takes a long time for the right buyer to show up investors trade the stock at a discount. It happens all the time in media stocks. (Full disclosure: I have Twitter stock)
Even if the optimal price that's some supernatural being will suggest is lower than current price, it is still the decision of the share holders.
Optimism and hopes are worth a price, you are in ycombinator.com, a major buyer of optimism and hopes.
One can easily imagine how useful it's for such a country like Saudi Arabia to control the #1 worldwide media platform without being too exposed on the frontline (i.e. as a large, but not too much, shareholder).
Which clearly isn't how things work.
This is not exactly true. Everyone holding Twitter believes that it will outperform the next best available asset. This can mean that it will decline less than cash (i.e. inflation) and decline less than other stocks. In our current market, this means people believe that Twitter has a good forward looking IRR, but it does not mean that all holders believe that the stock price should be $70.
>To make a successful hostile bid, you need to pay not just "more than the current price", but "more than the holders of 50% of current shares believe the company to be worth".
Again, this comes back to IRR terms. Sure Twitter may be worth $100/share ten years from now, but most people would take $50 today than $100 then.
>This is what makes it so difficult, and why this bid is very likely to be rejected.
The bid is likely to be rejected b/c it's likely made in bad faith. Read the SEC release and count how many times it says ' non-binding'
"Funding was indeed secured. I should say I do not have respect for the SEC in that situation. I don’t mean to blame everyone at the SEC, but certainly the San Francisco office. The SEC knew that funding was secured. They pursued an active public investigation, nonetheless. I was forced to concede to the SEC unlawfully."
How many times is “non-binding” said in the document?
I must assume this statement is just a personal opinion rather that an SEC ruling.
That is not the mainstream understanding of this “offer” though and that’s the point I’m trying to make.
Source: https://www.wsj.com/articles/elon-musk-offers-to-buy-rest-of...
This is meaningless because stock price is denominated in dollars. Inflation expectation means that the stock price is going up; that is, be worth more in dollars. Anyone choosing to hold a stock prefers that stock more than the dollar price it would fetch. Otherwise they would sell.
He sells and the price falls.
Then he announces a new platform and the price falls again.
Paul Graham thinks he would be able to compete:
"It is obvious. It's also obvious that Elon could draw an initial set of users that was more than big enough to have sufficient network effects on day 1."
https://twitter.com/paulg/status/1507782349924274180
"I'd try it the first day. Wouldn't you? Sum that pattern across Twitter, and you've got quite a lot of users on day 1."
https://twitter.com/paulg/status/1507855287130243085
"You don't need to get everyone to switch right away. All you need, to start with, is a critical mass of users — enough so that people don't feel they're talking to a void. You'd very likely have that from the start. Then it grows."
The other big reason is balancing the greater good vs unrestricted access, which has taken years to accommodate.
Musk is just an ego-centric billionaire with a lot of money and an unproven belief that Twitter could be better with his proposed changes. I’d bet he’s thoroughly aware that those changes could destroy the platform.
I believe the offer is rejected and the other top ten shareholders (all hedge funds) buy up anything he dumps and the price remains stable.
Paul Graham on building a new Twitter: "A decent team could reverse engineer a version 1 in a month."
No global corporation will allow that in their midst. You’re a fool if you think there is any long term viability to those psychotic beliefs.
This would be "obvious" about Trump, too, no?
Perhaps your claim is that Musk would have a better chance of making something that scales and can accept all those users from day 1, but then that's also a much more expensive bet for Musk to make with higher up-front pre-launch cost.
Being able to launch a product with more than enough resources is almost intertwined with drawing in users. Truth Social never had the bare minimum expectations. Something that is not given to most people since most aren’t abnormally focused on grifting and so on for such a big venture.
The SPAC stock is still holding strong snd it self making no sense day to day. It went up 7%+ on news Fox joined two weeks ago. The next day when this was found to be false. It didn’t even drop 1-2%.
Truth will fail no doubt. However all the SPAC, other investing and political insiders and the Trump family themselves still have a realistic shot of cashing out pretty well. Nothing close to if it was competently rolled out, but tens of millions to hundreds of millions going to many diff insiders is still a ton. Trump’s cash out should still be huge and would probably give him his largest cash stock pile ever (before it goes to pay debts off)
The motivation may be different. Is it any better? Or change anything for the better in terms of social media success?
Trump’s popularity may be larger, but it’s also more isolated and siloed. The total possible user base for a social network of almost any billionaire will be larger than Trump’s. Not that most would ever get close to reaching that amount or getting numbers more than Trump. Just that the addressable market is bigger.
Musk is not nearly as trashed in the media and could leverage promoting an alternative while still on twitter. Obviously there does need to be something that is at least reasonably differentiating from twitter, and I think that is the real challenge as just saying it is twitter but more free is not as tangible.
Because he's not spending $43bn on some infrastructure, but for the >200mn daily users. That's $210 for every user.
Additionally, with all due respect to Paul, his logic here is absurd. "I'd be interested so that means everyone must be" is the wrong line of thinking for a product launch like this. Everyone is _interested_ in something the first day, but whether or not that's enough to build on is another matter. So many social networks had massive first day signups. I was "interested" in Byte on the first day. I signed up, posted a few bytes, and stopped using the app after a week. Parler, Gab, Truth, had "interest" too. The problem is that critical mass of users he describes are all just talking to themselves in their insular group (elon fans) just as the right-wing networks had their conspiracy theorists etc. It's enough to have users, but its not enough to promote long term growth. I know it's not something _i'd_ be interested in, which refutes his point because its purely anecdotal.
So, the only demographics that'd actually stick with an elon twitter competitor are: People who love elon musk and everything he creates, and people who are banned from twitter. If it shakes out to be anything like Gab and Parler, the later means the site is going to swarm with Nazis like every other free speech competitor to twitter, which as a jew is something i'm deeply uncomfortable with. There's not enough free speech in the world for me to put up with being harassed by people who share the views as the ones who murdered my great grandparents. And as much as people here enjoy grandstanding about free speech, its likely something you're uncomfortable with too, otherwise you'd be on those sites.
Basically, the product elon wants to make already exists and it has no users. If Trump (who had a significantly bigger following on twitter than Elon) wasnt enough, if big right wing stars like Milo werent enough, what's gonna be enough? Because copy pasting Truth and slapping Elon on the front... wont be.
I’m not sure whether it’s that, or that simply no one wants a platform everyone isn’t already on.
Personally I would absolutely not mind being “harassed” by text, if I was also able to exercise wide spectrum of free speech myself.
A social media platform advertised as a politics-first/free-speech platform is the social media equivalent of a beer ad featuring a divorced balding man at last call in a dingy basement bar. No one aspires to bicker about politics with strangers on the internet, even though in reality that's the engagement that pays the bills.
This is quite a controversial statement.
This is precisely the idea behind 4chan.
BigTech owns the mindshare of how to build these platforms. Musk would actually have the resources to pay for the level of expertise and competence to build such a platform. However, it would be years in the making which might all become irrelevant with web3.
Or Musk could throw support behind web3 tech as ultimately free speech will only exist when controlled by no one including free speech advocates such as Musk.
One idea that I have is that I noticed a lot of people went from blogging to making YouTube videos. I'm guessing YouTube is the sweet spot that balances monetization potential (they will find ads to put in your videos, and advertisers pay a lot for video ads) with a recommendation engine (that essentially forces people to watch your content; or more charitably, tells people that will like your content that they should take a look). Blogs didn't really have monetization or recommendation, and people were willing to switch media (text to video) just to get those two things! Now we have things like Substack bringing those to text, and people are taking advantage of that.
Maybe that's where the next Twitter wants to be? Paying smart people to write? That sounds a lot more appealing than "free speech" (which is great to have, but I don't really want to read anyone's free speech), which is all we've seen as the differentiation point for Twitter clones.
Oh, the hubris.
It doesn't need to be web3. It just needs to be somewhat transparent and minimally auditable. Web3 doesn't know what web3 is yet. Most is just garbage, sorry.
The real problem with competing platforms is that they don't offer anything to the main people they need to attract.
what does it even mean?
Everyone is on twitter, a few of the people you want to follow are on parler. You won't bother checking parler too much.
I can only add one minor point from a general and international perspective: 50% may not always be enough. At least in Sweden I think you need 90% to accept a bid before you can legally force the remaining 10% to sell their shares. Even if you accept that there will be minority shareholders you will need 67% before you can do some things, like e.g. issue new shares without giving minority owners right of first refusal.
I'm sure there's a lot of devils in the details all over the world, and I'd be surprised if there are none in the US.
I don't see how this is relevant. All stockholders of any non-dividend paying company believe the price of the stock will go up. Takeovers with relatively low premiums happen all the time. That being said, Musk is definitely bargain hunting. I think the bid shows he isn't that serious and has no idea how to answer the fundamental monetization questions.
It's hard to see how an owner of Twitter stock could rationally reject an offer with a guaranteed +38% return. For any serious investor, even if they believe Twitter is worth twice what it is now, they must have several other stocks they believe are also worth twice what they are now. And if Elon bought all of them out at +38% returns, that would be a tremendous year investing.
If it was a serious offer the market would have already valued TWTR at ~$54, but it has actually gone down after Musk announced his bid.
Information about a potential takeover bid is absolutely relevant, and it's generally reasonable to calculate the premium from before that news first existed.
What happened last week was information about a potential takeover bid.
gpm said the rest already as a reply.
As to the Saudi prince. Regardless of the topic. In any situation, it is hard to take the prince at face value knowing he pushed hard to successfully give the Kushners and co $2B[0]. If there’s more at play for the prince than short or medium term money, what he says is irrelevant then.
[0]: https://www.commondreams.org/news/2022/04/11/hes-cashing-kus... or https://www.marketwatch.com/story/jared-kushner-scores-2-bil...
Shareholder interest =/= money. Shareholder votes allow other considerations can be taken into account.
I agree with your comment, but it's not that hard to reject IMO.
https://corplaw.delaware.gov/delaware-way-business-judgment/...
Edit: I also wonder how leveraged positions, especially shorts, get resolved.
Note that this happens even if you're going to lose money on your investment.
I made a video about some possible outcomes: https://www.youtube.com/watch?v=LYFqQ6yk9vs
No idea about shorts. I would assume that the short seller would simply have to pay the original owner the end purchase price.
By default it would be something like - if the board approved it goes to a shareholder vote, and if 75% or 90% of the shareholders approve the rest are dragged.
I doubt the board can force all shareholders to sell, that would be an insane power position for shareholders
search "Inst Own" https://finviz.com/quote.ashx?t=TWTR
That's actually crazy to think about... so besides Elon, only 11.6% of shares are privately held? Meaning Elon holds about half of all privately held shares? Unless somehow he is in the 78.4% but I don't think so.
Maybe it's different with a poison pill in place as the onus is on the board, but I don't think its obvious what the board should/will do
It could become any of the four options failed takeover, failed hostile takeover, takeover, or hostile takeover.
If the board says “good idea” and advises shareholders to accept the offer, it could or could not become a takeover, depending on whether enough shareholders (by share count) accept it (I don’t know how many is enough, but it’s almost certainly more than 50%, as an OK would force _all_ shareholders to sell. You can’t take a company private and keep shareholders around)
Technically, that wouldn’t be a hostile takeover, though, as it would be with agreement by the board.
If the board advises shareholders to reject the offer Musk could persevere. In the end, if enough shareholders sell their shares to him, the board’s opinion doesn’t matter. if enough shareholders do that, it would become a hostile takeover.
Right, but a board is never going to say yes to this. If he was actually trying to get the board's agreement, the negotiations would have all happened in private and the announcement wouldn't have been made until it was basically a done deal.
I don't know how customary, but technically it's possible to keep up to hundreds of shareholders around when going private.
No, this is not a hostile takeover. A hostile takeover is if Elon bought up more than 50% of the shares. Which he can do much more cheaply than buying outright at a 38% premium.
If they decline his offer plan B may be to buy up the cheap shares until he has 51%.
Are you sure? I suspect were he actually trying to do this and had the liquidity, the price would go up as he tried to buy it.
1. There's <100 billionaires with enough wealth to buy 51% of Twitter. And even for most of them, such an investment would represent a larger share of their wealth than it will for Musk, meaning greater risk.
2. Most just aren't interested. Unlike Musk, who shows a strong affinity for the platform.
A coincidence? A week out from 4/20?
Context for the unfamiliar:
He'll pump & dump again. Make a ton of money. Then after he's forced to pay a modest fine, he'll make it his mission in life to hunt down and destroy the careers of anyone involved in the investigation.
There is a very clear risk of transformating the social media titan that is Twitter into Truth Social, a sideshow of a forum that is dedicated to the worship of one man. That would plummet the stock price.
Also the shareholders would get cash, they would no longer own the company at all and the future of the company would no longer be of their concern. Musk could shut it down and it wouldn't matter to investors, they'd already have their money.
A more fair moderation system doesn't mean Twitter is going to turn into 4Chan. Everyone seems to hint that is going to happen, but have 0 evidence to support their claim. It just seems like some people are afraid some speech they disagree with might once again be allowed, like during early Twitter...it's almost like a power thing.
I think this is a sane and principled stand that is very different from: "I want to enable bigots."
rather, it sounds like a way to turn twitter into another in a long line of mostly-empty "freedom"-touting social networks that prioritized tolerance of abuse over user experience
as a Twitter shareholder, I'd prefer ElMu not ruin it, or my investment, like that
To me it seems a theoretical discussion about the definition of free speech that is mixed up with a business discussion which makes no sense.
There are tens and possibly hundreds of exceptions to free speech as demanded by US law, and they are free speech purists.
From the point of view of the investors, there is no risk. If offer is accepted, they get their bags of cash and walk away with hopefully more than what they paid for those share. Musk could shut down the business to the ground on day 1 and they still get to keep their cash (I wish he would).
https://nypost.com/2022/04/27/conservatives-see-spike-in-fol...
Here is the yearly performance for every single fund that Ark is running. Keep in mind that some of them have existed for barely a year if that, but the point still stands.
ARKK (ARK Innovation ETF) - 54% down.
ARKW (ARK Next Generation Internet ETF) - 50% down.
ARKG (ARK Genomic Revolution ETF) - 53% down.
ARKQ (ARK Autonomous Tech. & Robotics ETF) - 25% down.
ARKF (ARK Fintech Innovation ETF) - 53% down.
ARKX (ARK Space Exploration & Innovation ETF) - 18% down.
I am not trying to attribute such performance exclusively to poor decisions, not at all. There is definitely a good amount of unforeseen circumstances that drove ARK ETFs down. But it is difficult to consider ARK's actions as a good source of predictions for tech companies they get involved with, given that 4 out of 6 of their funds are over 50% down in a year, and the rest are still down by a significant amount.
He pushed the Square Tidal acquisition because in a weird way it makes sense in his mind. He also pushed for bitcoin because he believes in it, instead of it being part of company strategy.
Twitter needs someone who could reset the current thinking and be the product visionary but also a person make people execute on the vision. Kind of someone like Elon. Unclear if Elon’s ideas are good but at least he doesn’t tolerate bad performance.
In a way, Musk is like SJ, but greedier and cockier. SJ was about products centered around humans. Musk is about humans centered around technologies.
Edit: literally first google result for Zuckerberg clown car
> According to "Hatching Twitter," a new book dissecting the history of the short-messaging site by the New York Times' Nick Bilton, Facebook's founder once told close friends that "[Twitter is] such a mess, it’s as if they drove a clown car into a gold mine and fell in." Although the comment is not given a specific date, the book notes that Zuckerberg made it "within the last three years." The comment was highlighted by venture capitalist Paul Kedrosky on Bloomberg TV last week. Zuckerberg took the reported jab at Twitter after he was frustrated by the startup not taking one of his acquisition offers. Al Gore had also whiffed on buying the hot startup, despite being emboldened by "copious amounts" of wine and Patron tequlia, and of course, his deep pockets.
Didn’t know Facebook wanted to buy twitter. Or Al Gore for that matter.
I honestly don't know, but I haven't seen any evidence of that. But I also haven't looked that hard.
It seems easy to accidentally stumble upon stories of the other prominent tech founders moving the needle. But maybe it's all propaganda
Jack Dorsey: 'I'm partially to blame' for helping create a centralized internet. Censorship is the first thing that comes to my mind.
Source: https://twitter.com/jack/status/1510314535671922689
It hasn't. Maybe a shake-up like this is overdue. We'll see!It's actually possible (although not easy by any stretch) for us to build a decentralized Twitter that would not be controlled by a company for profit and would be more censorship resistant. It probably will not happen because of ignorance and political manipulations rather than hard technical limitations.
Something like that seems like it would be simple enough we could have had it decades ago. If only someone had thought of it then...
"Me-first capitalists who think you can separate society from business are going to be the first people lined up against the wall and shot in the revolution. I'll happily provide video commentary." — Dick Costolo
(He deleted it from Twitter, who'da thunk)
Nick Bilton's book covers this.
They should sell to him because all he is doing is either buying Twitter at fair value or doing pre-launch hype for a competitor which will include the accumulation of other platforms including Trump’s Truth social, shit like substack, which he can easily get for less than 10 billion, Mastadon, etc.
All successful people continuously repeat what worked for them in the past.
Here is what would be looking after their fiduciary duties:
The company had a loss of 200 million dollars this year. Was only profitable 2 years out of its 16 years of existence. The board should state that Twitter in the hands of Elon Musk, could jeopardize its current unique and somewhat also precarious, place in social media.
The company should ask Elon Musk, to first explain to shareholders what he plans to do with the company, and how it would benefit them. Provide details on shape and form of how his plan would be implemented. Until then, rejecting the offer is looking after their fiduciary duties.
It would be a disservice to me, as an investor, if they sold the company at a value of $54/share knowing that it could easily be worth much more than that in the near future. As a shareholder, I hired this board specifically to make decisions with information that isn't public. I either trust them or I don't.
“False dichotomy”
[1] "The court reviewed and affirmed the following principals:"
"...Directors do not, by virtue of their office, owe fiduciary duties to shareholders. Circumstances may arise in which duties are owed but only by way of exception. To achieve this, there here must be something unusual in the nature of the relationship. Special circumstances which “replicate the salient features of well-established categories of fiduciary relationships” must be present."
"...The mere fact that a director has access to the company’s affairs, or that their actions have potential to impact shareholders, does not, of itself, amount to “special circumstances“, or give rise to a special relationship. These are “inevitable” features of the relationship between directors and shareholders..."
"...The purchase of shares from a shareholder is not (on its own) sufficient to create a fiduciary duty. Even in a situation where a director is purchasing shares from a shareholder, the existence of such a duty depends on the existence of special circumstances..."
[1] https://www.morrlaw.com/commercial-law/director-shareholder-...
That's exactly what it is. Stocks trade on an open market. Twitter went public. They chose to become a commodity. That's how commodities work.
Amazon stock price went nowhere for years, no profit, but investors stick with the company. Sometimes the investors are VC's, sometimes they are the bank of Mom and Dad, and sometimes they are the stock market.
But see, this point is irrelevant in this scenario. If they sell, every current shareholder gets bought out in full, they no longer have a stake in the company. He could shut it down the next day and it wouldn't affect the former shareholders, the company's future at that point is only Elon (and Twitter employees' and users') concern.
It's fiduciary duty to the shareholders, not the company itself, not the employees.
"Shareholders think they own the company — they are wrong":
https://www.ft.com/content/7bd1b20a-879b-11e5-90de-f44762bf9...
"Board of directors have a fiduciary duty to exercise due care in how they manage a corporation's affairs and also have the duty of loyalty and obedience to the corporation. A fiduciary duty means that both directors and officers handle their powers only for the collective benefit of the corporation AND (my emphasis) its stockholders."
They are. That's what a shareholder is.
You can have all 100% of the shares, and there are still things the law can punish you for, like running a company to the ground. You can't say: I owned 100% of the shares, so ordered the board to set fire to it as I though the flames would be beautiful and would give me a calming ego trip.
Shareholders can't order any type of action from directors, just because they might have votes to elect them.
Look at Facebook, and the CEO special shares. Do you think you are an owner of Facebook or a passenger along for the ride?
That's not a great example, because in Facebook's structure, Zuck has special class shares which give him 10x the voting power of regular shares, per share. So he actually does have the majority of the shareholder power, irrespective of any rationale of the responsibility of directors.
Or to give another variation on my argument. Let's assume that with his decisions on governance, he embarks on a road that provides for a steady stream of profits, on a new domain of guaranteed margin and high entry barrier for competitors.
A business model that will provide steady, slow, stable, but minimal grow. That will be good for the company on the long term, but not that good for shareholders returns. The lack of grow is unlikely to create a stock price increase.
The point here is that he does not own the company yet, and directors are the managers of the company and free to run it as they see fit.
Like a lot of HN posters, you seem to have zero understanding of the rules behind the rules and think what's actually found codified in law somewhere sitting on a shelf is how things actually work. It isn't.
If it was, Hunter Biden would be in jail, the last 4 or 5 American presidents should be impeached and in prison for war crimes, most of the high level executives at large banks would in jail after 2008.
Shareholders can absolutely order directors to act on their whim, or guess what happens at the next shareholder meeting? That board director gets fired.
I will post here some partial quotes and you can read the rest if you are interested.
"...Shareholders own the corporation, and the duty of the directors to maximise shareholder value follows from that. I have lost count of the number of times I have been told “that is the law”. But it is not the law. Certainly not in America, as Lynn Stout, a professor at Cornell University Law School, has pointed out..."
"...Shareholders in England have more rights — but even there, the obligation of a company director is to promote the success of the company for the benefit of the members. The company comes first, the benefit to the members follows from its success. And English shareholders are definitely not owners. The Court of Appeal declared in 1948 that “shareholders are not, in the eyes of the law, part owners of the company”. In 2003, the House of Lords reaffirmed that ruling, in unequivocal terms..."
"...Ownership is not a simple concept..."
"...But shares give their holders no right of possession and no right of use. If shareholders go to the company premises, they will more likely than not be turned away..."
"...Shareholders do not have the right to manage the company in which they hold an interest, and even their right to appoint the people who do is largely theoretical. They are entitled only to such part of the income as the directors declare as dividends, and have no right to the proceeds of the sale of corporate assets — except in the event of the liquidation of the entire company, in which case they will get what is left; not much, as a rule..."
The fact that their primary concern has to be for their shareholders and not whether the sale will be good at all for the rest of humanity is a huge problem in my eyes.
You don't have 300 million people (including heads of state) outside your house (that you jointly own with millions of other people) standing on your lawn interacting with each other and the rest of the world.
What if instead of a house we were talking about a small business that serves people. Can that business not sell itself to someone else?
Property rights and the government stepping in to force changes don't interact well, and goes against a free market type system. The government does step in sometimes, but usually when they see what's being done as being anti-competitive and hurting people through reducing market effectiveness, not just because they've made some moral judgement. Personally I'm happy they're not doing the latter, I suspect quite a lot of people would not agree with the judgements they were making at any specific time, depending on the specific groups in power.
Tobacco advertising, pollution, lead gasoline... Clearly we do make moral choices and, as a democracy, pass laws restricting some activities. The world is not encompassed by The Profit Motive.
I'm not quite sure that unrestricted hyper-optimised misery factories are the thing we should be shooting for.
We do, but I think it's rare, and much rarer than that list would imply. I see most of those as clear issues of public health. The one where that's a harder claim to make, advertising, it's about making the market function better. Free markets requires require widely distributed and accurate information to function correctly, and false information is extremely damaging to a free market.
> I'm not quite sure that unrestricted hyper-optimised misery factories are the thing we should be shooting for.
Neither am I. I'm not some free market only anti-regulation type. I think a completely unregulated market is trivially shown to be unworkable by our own history, so regulation is required to curtail blatant market manipulation. I even think more regulation restricting the size of large companies (or disincentivizing them) would be useful, but I think they need to be applied to foreign companies as well or we're just hurting ourselves without solving any problem.
There's probably a hundred ways that is infeasible and has problems, but it's obvious there are real problems to address with inequality and outsized companies with outsized influence, and something needs to change. I'm just hesitant to couch it in moral terms when it comes to what the government can and should do, because I think that's a slippery slope.
Then when we look at examples of these things causing harm rather than leading to good outcomes, people shout and say "Hey you can't do that, its a free market!"
If people want to use the argument that free markets should be able to cause harm if they want then people need to stop using the argument that free markets are good because of all the good they consistently do.
By this definition, the US never would have abolished slavery. Those who praise conservative ideas always put those ideas in a vacuum where they can't be proven wrong. Fascinating, isn't it?
> Progress for progress's sake isn't always progress
then it's definitively not progressive, isn't it? Conservation is a reactive stance, not an active one.
One example that comes to mind is Hunter Biden's laptop (recently confirmed as true, even by left wing publications) being censured vs all the Trump's Russian allegations (which didn't go anywhere) which weren't.
Sorry, the existence of said laptop, or all the wild conspiracy theories attached to it? You need to bound in your definition of "true" here a bit.
1) actively censoring people who speak out against them
2) preventing discussions from happening in the first place (comments disabled, dislikes hidden)
3) actively promoting the ideal progressive version of the idea to cut down on dissent
Take the pronouns thing. Every other Instagram account of a female has her official pronouns (which you may only choose from a list of officially allowed ones so as to cut down on dissent via things like “your majesty / his highness”) set to she/her. I’m sorry but we all know you’re a woman. Why are you putting your pronouns up? The idea is a preposterous one; don’t even get anyone started on the they/them abomination.
And yet dissent and mockery of this abject stupidity is largely censored. As a result it’s bleeding out into the real world.
I hang in very progressive social circles. Trust me when I tell you, you do not want this reality. Their lives are defined by their progressive causes and perceived slights and micro aggressions. Every introduction “must” involve your pronouns and if you “forget” them they will innocently ask you of them. As a result people are bumbling pronouns all the time, I cannot tell you how many times even the pronoun experts start to say “she” or “he” in casual conversation referring to someone but then panic and stutter and say “they” because they can’t quite remember what pronoun this particular person wants to go by today or if they’re a they/them who despises people who feel like they should be able to speak freely without knowing they’re very, very special and are too special to go by a binary pronoun.
Mockery is the best defense against stupidity. Which is why it’s under such a big threat. And it’s why Elon is taking over Twitter.
oh boy.
> Why are you putting your pronouns up?
To normalize people being open and explicit about their gender identity so that people with non-obvious gender identities can feel less conspicuous sharing theirs.
> they/them
They and them have been neutral-gender pronouns forever.
> And yet dissent and mockery of this abject stupidity is largely censored.
Because most of it is thinly veiled transphobia. You can still disagree with the censorship but to act as if it's mostly good-faith arguments being censored is just naive.
This oft-repeated stance is a very naive way of thinking in my view, if you're different from 99% of the population, then you're going to stand out no matter how much other people try simulating your superficial markers (while being obviously baseline themselves). If you look like a duck and walk like a duck, no amount of people saying "Quack!" when introducing themselves will prevent me from noticing you're different in a fundamental way from all those people pretending to be like you, all those people are managing to do is a semi-mockery of what they supposedly support. There are deeper patterns than language, humans aren't GPT-3 to be fooled by simplistic imitation games of speech patterns.
It's usually immediately obvious if a She/Her or a They/Them is matching the traditional features of the declared pronouns, it's literally millennia upon millennia of pattern-matching processes deeply hardwired into my mammalian brain and always running in the background, I couldn't stop it if I wanted to. I suspect most people are the same. You don't change reality by changing words, conspicuous things are conspicuous.
Not to mention the whole flawed framework of "Normalizing" and "Validating" things as worthy moral goals in the first place, why do things have to be common in order to be accepted ? So nakedly hive minded.
>They and them have been neutral-gender pronouns forever.
Common misconception, they are not gender-neutral in the modern sense, they refer to those of unkown gender. The gender is still one of the perfectly defined binary we all know, it's just not known or relevant to the speaker. There is no quantum wave function of genders waiting to collapse behind 17th century uses of 'They'. This misunderstanding manifests itself as soon as you encounter monstrosities like "They is looking for a new car to buy".
>Because most of it is thinly veiled transphobia.
Ah yes, transphobia, the cardinal sin, the unspeakable horror, the one thing you're not supposed to say[1]. Let's ban all mention of this atrocity, let's shun and exile All Who Dare Transgress.
This surely won't backfire at all, supressing dissent has a very good track record of eliminating it entirely.
Also, it's very funny that you're so taken up in arms against the world-ending catastrophe of people writing "they/them" in their twitter bios, yet see no issue with a multi-hundred-billionaire dictating what is and isn't allowed on a major internet platform (by all means wealth inequality is one of the major problems of the modern age).
EDIT: About the singular "they" thing: that whole paragraph is hilarious (quantum what?) but it's a pet peeve of mine to correct those misconceptions. Your sentence is grammatically incorrect, even when the function is singular, the agreement in number is still plural, e.g. "someone wrote their name here" -> "they have written their name", not "they has written their name".
Plus, singular they has been attested since the 14th century. Plural they...? Since the 13th.
Eh, not really. I don't even live in a country where that's a common practice (thankfully), my comments naturally tend to be long whatever their subject are, you can verify this yourself by looking at my post history.
>it's very funny that you're so taken up in arms against the world-ending catastrophe of people writing "they/them" in their twitter bios
So, first off, I'm not 'up in arms', it's just that as a man with a certain propensity towards heresies, it's second nature for me to look at a social web and immediately notice the conformists, and I'm not a big fan of conformists. Secondly, I never implied those people are doing anything 'world-ending', although they are participating in their fair share of censorship-defense and general internet poisoning, but really they are just engaging in a pitiful and obvious illusion. I'm bringing that up, half-ridiculing it, and half-pointing-out it's counter-productive to what they actually want.
>yet see no issue with a multi-hundred-billionaire dictating what is and isn't allowed on a major internet platform
Where exactly did I mention that I support or even care about Musk's attempted takeover of Twitter :) ? and who do you think controls facebook, youtube or reddit, the progressive spaces who ban you when you look funnily in their general direction? or are billionaires only bad when they hold opinions you don't like ?
>Your sentence is grammatically incorrect
Congratulations on noticing the obvious, that's kinda the whole point of the example. 'They' doesn't make sense for a known person of a definite gender, your examples are all assuming the default usage of it as a placeholder for somebody of an unknown general gender, but the moment you start using it to refer to a specific person you start running into issues like whether to use "is" or "are".
>singular they has been attested since the 14th century
OK ? how is this relevant ? where did I express problems with the fact that 'they' can be used to refer to a single unknown person ?
"Someone" has indefinite number and is not singular. Implicitly plural antecedents ("anyone", "everyone", "each ...") are not singular either.
Bind this in a nice cover and you'll be sure to get your linguistics doctorate summa cum laude.
Well, considering this word can be basically JIT-redefined to mean anything on the fly, I wouldn't say this question is necessarily meaningful without some shared state. What I can say is that I would never like or support making fun of people for things they can't change, if your meaning of 'transphobia' includes that, sure that's bad.
But you know what else is bad? religious authority. The existence of a vague and ill-defined sin that a select class of people can arbitarily expand and contract it's definition to include and exclude anything and anyone they like or dislike, and civil authorities and institutions bending over backward to please that class. Transphobia is the modern day heresy, it's something you can throw at someone without the slightest understanding what they have said and get a mob to descend on them if you get your timing right. Lgbt 'acceptance' groups are strikingly similar to the fanatically religous, down to the particular language used to redirect criticism and pretend they are open to dissent.
>Nobody is suggesting not talking about transphobia.
In order for this to be a real 'talk', and not just a one-directional sermon between identical replicas, you have to allow people who are hostile to the artificially-dominant stance. Those who think transphobia isn't a real problem, or those who think it's a real but exaggerated, and so on and so forth. I'm not seeing any of that on any trans conversation I have ever seen on social media, all I see is an incredibly aritifical and incredibly religious "As We All Know Tran Lives Matter, Much More Than The Rest Of Us Actually", it reminds me of when dictators invite themselves to staged talkshows and pretend that the conversations aren't scripted.
>I'm just pointing out that a lot of the stuff that does get censored is stuff that isn't adding anything meaningful to the conversation
Considering the amount of censoring and manipulation that happens on social media, I think that's not convincing argument for censorship. If you kill 90% of humans you're going to eradicate an aweful lot of diseases, if you imprison 70% of people you're going to catch a lot of criminals, etc... Any strategy where you do the same thing to a significant percentage of the population is going to work more or less like random guessing aka a 50% coin flip, unless you're really unlucky or the population is really skewed. You're better off measuring ratios of where it works and where it doesn't work.
This trend isn't meaningful, it's narcissistic.
We already have some titles that signal achievement, like Doctor. I'd be for introducing more of them. Maybe we can get rid of the hereditary ones, too.
I won't disagree there's power plays going on. Lots of people glob onto any well-intentioned movement to push their own egos. But I'm more concerned with being kind to those in the margins than accidentally validating a narcissist. Idk. I get where you're coming from. But. A lot of these people are genuinely not "he" or "her" and it's just kind of degrading to force them into one of those buckets.
>bring out the HR version of the portable guillotine
>I will never, ever knuckle under to the heresy hunters
My god you really need to take yourself way less seriously. Is this what happens when you've lived your life in first-world middle class comfort? You think you're a martyr for... being slightly impolite to people?
They can believe whatever they want, but they don't get to demand validation from anyone who's not willing to freely give it.
This pronoun nonsense is as much of a coercion as it is a kindness. I won't participate.
Like, you're not mandated by law to greet someone with "good morning" instead of saying "fuck you". Yet it is widely understood that if you do this and refuse to say good morning, people will be upset and become hostile towards you. It's a perfect analogous situation. I'm not really sure what you want.
...individualised by vanity were born into city populations, and life after life they tended to drift together by similarity of tastes and contempt for others, even though their dominating idiosyncrasy of vanity led to much quarrelling and often-repeated ruptures among themselves. Separateness became much intensified, their minds strengthening in an undesirable way, and becoming more and more of a shell, shutting out others. Their emotions, as they repressed animal passions, grew less powerful, for the animal passions were starved out by a hard and cold asceticism, instead of being transmuted into human emotions; sex-passion, for instance, was destroyed instead of being changed into love. The result was that they had less feeling, birth after birth, and physically tended towards sexlessness, and while they developed individualism to a high point, this very development led to constant quarrels and rioting. They formed communities, but these broke up again, because no one would obey; each wanted to rule. Any attempt to help or guide them, on the part of more highly developed people, led to an outburst of jealousy and resentment, it being taken as a plan to manage or belittle them. Pride grew stronger and stronger, and they became cold and calculating, without pity and without remorse.
I could also write up paragraphs of text filled with vague generalizations and prejudices about people living in the rural countryside, and paint up a picture that all the people who live there are abominations who uniquely suffer from the negative aspects of the human condition..
But I won't, because this and that are both mindless factionalist drivel.
[1] https://en.wikipedia.org/wiki/B_Corporation_(certification)
I know very little about public trading or the laws regarding it - especially compared to many other HN users - but here's my novice response:
Think about why that's a rule. The board doesn't own the company; the shareholders do. The board's role is to make decisions on behalf of the shareholders. The rule exists to ensure they do exactly that.
A board deciding to financially harm the investors they represent for the "good of humanity" goes against the very concept of investment. A public company intentionally acting against the financial interests of its owners would see its stock value immediately collapse, causing immense damage to its shareholders, employees, and customers.
If you want a company to act "for the good of humanity", it has to either be privately owned or align with the financial interests of its investors.
It does not. It goes against a very specific concept of investment, which is that I should be able to buy a thing and make money with absolutely zero regard for anybody else. It is not a rule of the universe that owning something should allow me to harm others.
But this isn't about what rights a company has. This is about the obligations a board has to act on behalf of its shareholders within legal limits.
Please don't confuse my comments for an approval of public companies choosing financial gain over the good of others. This is one of the primary reasons why I am very critical of companies going public. Going public essentially means a company sells its soul for investment money. The owners and investors may see a big payout, but the potential long-term good a company can do is handicapped as soon as it goes public.
Hence the idea that anything is justified as long as it gooses the stock price, and that a corporation has no social obligations whatsoever.
In reality, there has been more or less exactly one successful invocation of the concept in history, against Craig Newmark, when he explicitly said he was going to do something that would harm shareholders.
In reality, you do whatever you want and if anybody complains you tell them it's good PR and will therefore benefit shareholders in the long run. You can be as wrong about that as you want as long as you manage to avoid explicitly stating that you know to be wrong.
But also it's the job of the regulatory body to be the check for society
That's the tricky thing with making the case to steward corporations democratically. Just for example, my parents don't know anything about Twitter except its name. I think they would find the government regulating Twitter to be an overreach of democracy simply because it's not something they know or even care about.
Shareholders seems like the best of the worst type scenarios. They have skin in the game, they are countable, they have legal status.
Legally, the Board can consider stakeholder goals and morality. I think if Musk announced a profitable-but-legal foray into genocide, you could urge shareholders to reject it, and no court will hold otherwise.
But at some point the shareholders can overrule you. And in those cases, we find management’s highest goal is usually preserving their own special salary, not the “interests of humanity.”
Welcome to capitalism.
[citation needed] on that "legal obligation" myth that is continually propagated. As a real-life example, there's Microsoft's offer to Yahoo.
But, despite an absolutely incredible roller-coaster news cycle, things have been definitely trending down at Twitter ($33/share last month), which was reflected in its share price. The current executive team (and Dorsey) had wasted time focusing on things that didn't matter instead of things that did matter.
Boards have several fiduciary duties to the shareholders. As an all-cash offer, this generates for the shareholders a substantial return with NO RISK, and so the board has a serious legal obligation to carefully review this offer and make a decision.
If the board elects to reject this offer, then their reasons for doing so need to be very clearly elucidated, because, as Twitter is a public company, they would have to see something in their crystal ball that the rest of the market does not.