https://www.upi.com/amp/Archives/1984/06/11/Walt-Disney-Prod...
Elon is arguing that Twitter is mismanaged. He already probably pushed them on the edit button, even though they claimed he didn't. If he's right — and Goldman Sachs seems to agree — he could have an easier go of it next year.
Anyone who thinks this is manifestly true should read this take from an ex-CEO of Reddit:
https://twitter.com/yishan/status/1514938507407421440
tl;dr: managing human interaction in any environment with limited accountability is a lot harder than it looks
Also, there's the question of by what metrics one would argue it's mismanaged. Revenue and engagement trends? Profitability trends?
> It is because at Certain Times, given Certain Circumstances, humans will Behave Badly when confronted with Certain Ideas, and if you are The Main Platform Where That Idea is Being Discussed, you cannot do NOTHING, because otherwise humans will continue behaving badly.
To paraphrase: "Ideas are dangerous, people cannot be trusted to argue on the internet because it leads to violence, therefore people have to be censored, even if the things they're saying are true".
First, the idea that lab-leak theory was related to violence against East Asians is highly, highly dubious. Second, again and again, I see people arguing that we have to dispense with our ideals because they are Too Dangerous. At some point you have to realize that these people are just cowards.
We don’t have to dispense with the ideal. But that’s what it is, an ideal. We have to remain pragmatic.
More precisely: ideas are powerful, which means they can be dangerous.
Anyone who doesn't understand that is actually a deeper enemy of discourse than a platform owner who says their forum is not a venue for topic X or opinion Y.
Some stop here at a dichotomy: "you want to ban ideas, I will be oppressed!" or "I must literally be allowed to put my words in your speech vehicle and be given full access to its audience without any abrogation of that privilege or I am being oppressed!"
Others start to understand what the legal system has with both weapons and speech: perhaps there are some activities or forms it takes that need nuanced consideration. Time, place, manner, associated behavior, fire in a crowded theater, threats, etc. You will find these considerations where people actually take speech seriously.
> Ideas are dangerous, people cannot be trusted to argue on the internet because it leads to violence
You seem to be merely summarizing with scorn here rather than actually addressing the situations where this happens.
It's not hard to find stories where distorted worldviews oriented around agentive threats regarding the pandemic have led to people threatening and even assaulting health professionals. I know some of these people.
You probably know families or acquaintances that have banned certain topics from dinner gatherings because they lead to heated conversations or even violence. It's not that they believe no one should ever talk about them. It's that they understand what Wong is talking about here: there's problem behavior and carving out a domain where the related topic isn't carried is one way of fixing it.
And when it's your house that people are yelling or coming to blows at, I'll bet you try the same solution.
Arguing on "the internet" is a freedom that has never been threatened by limitation that Twitter and Reddit have put in place. What's at stake with Twitter and Reddit is what Wong describes well here: they're stewards of the platform where this is taking place, they get to see the effects. They feel an obligation to do something about it.
And you know what? Their right to do so as stewards of the platform is also a freedom of speech right. And it's every bit as important as an individual's right to spout off about whatever it is they want.
The freedoms to watch more strictly are those where the state or other entities impose violence or loss of physical freedom as a consequence for touching a topic. Twitter and Reddit battles are about people's sense of privilege.
Moderation's place is at the end agent. Period. I.e. it is the responsibility of people and end users to be aware of the actual physical world we share with others. To distort it is to do injustice to everyone.
I assure you. The poisoning of reality for "people's own good" leads to slippery slopes, and complete dysfunction and fraying around the edges which will always start targeted against undesirables, then be weaponized against everyone else by whomever happens to be in a position of power.
Either accept the world unfiltered, or don't try. Half efforts are doomed to abuse.
This actually isn't hard. Ban racial slurs, "doxxing," calls to genocide, and low effort provocations. Don't ban ideas because you're convinced they are wrong or dangerous.
Not what I said. If you care about speech, try to be careful about parsing, interpreting, and summarizing it. If something still doesn't make sense, try asking questions.
> More precisely: ideas are powerful, which means they can be dangerous.
> Anyone who doesn't understand that is actually a deeper enemy of discourse than a platform owner who says their forum is not a venue for topic X or opinion Y.
In order to have REAL FREE SPEECH (which you call DISCOURSE) we have to CENSOR BAD OPINIONS.
No. Stop playing whack-a-mole with "bad ideas". "X idea leads to Y bad thing" is almost always wrong, the world is chaotic, no one knows the result of a tweet, and people who claim to are just looking for excuse to shut down debates they're afraid to have.
Hey everyone, look here! We have the answer to the thorny issue of what governs free speech in clear black and white. Twitter, facebook, reddit execs, take note!
But my rate is quite high.
news.ycombinator.com does this right -- moderators rarely moderate based on the message or idea in a post and their opinion about its truth-value. Rather, posts are moderated for being provocative, overly rude, including slurs, low effort, and so on.
Not all of those things deserve the same level of reaction, but they are a disservice to useful conversation and should be moderated/downvoted accordingly.
I agree that HN does it correctly, so I wonder where our disconnect is.
How about lies like the Earth revolves around the Sun?
You added that part in yourself. You seem to be ignoring the concepts of disinformation, trolling, and bad faith actors.
I don't care about trolling, it's just a neologism for "making a joke" or "taking the piss". "Bad faith" and "disinformation" are words used by people who want to shut down certain debates.
I think the fairer critique of modern Twitter is that it prioritizes the needs of media personalities and PR firms over ordinary users, not that it isn't "free" enough. I am blandly optimistic about the prospects of things being shaken up at Twitter, and for who Elon is, it could easily be someone much worse.
This sounds like an opportunity to diversify the media (and discourse) landscape with a different product.
> My most immediate takeaway from this novella of a thread is that Twitter is way overdue for long form tweets!
It also loses its luster on a bit of reflection -- this particular novella was in fact published on Twitter, and obviously got plenty of attention, including from Musk, so it's not exactly clear that Twitter's an unacceptable venue for novellas. Also, there's other long-form platforms that don't seem to have competed well with Twitter so far.
But maybe someone could pull off making such a thing work. Which is why personally what I'd like to see Musk do is take the assets he was going to use to purchase Twitter and build another platform, one with the features and values he's envisioning from the ground up. He might have the juice to pull it off, and it would help diversify the media landscape and discourse culture rather than just being a tug-of-war.
From Twitter's 2021 10K:
"FY 2021 Highlights Total revenue was $5.08 billion, an increase of 37%, compared to 2020."
2021 net losses were $221M, which is a big improvement on $1.135B in 2020.
Honestly seems like things are really shaping up @ Twitter.
But it would certainly be interesting to watch.
Like all things, it depends how you count. The problem I see vis a vis Twitter is it's private company and a public utility at the same time.
Personally, I think Musk would run it more fairly.
Of course, some hide it more assiduously than others. I don't mind Musk boasting. He earned it. It's more refreshing than the fake modesty of others.
A CEO friend of mind once called me up all worried because someone called him arrogant. I told him of course you're arrogant. He was shocked. I laughed, and told him to look at his accomplishments - who but an arrogant person would ever have even attempted those things!
[1] like calling someone a paedophile without any evidence.
I don't find the assertion that billionaires inherently lack integrity a compelling argument. In the spirit of honest inquiry, do you know of any reason specific to Elon that I should not take him at his word?
There’s a pretty significant area of scholarly research in business and entrepreneurship that criticizes “mythicization” of successful individuals.
What those scholars argue, basically, is that media as well as business researchers take the words of successful people as inherently true and important. The result in, say research on entrepreneurs, is that what successful entrepreneurs think is meaningful is reported as de facto true and important. The critique is not of them saying it - it’s of others accepting it as valid based on the heuristic that successful people must be right. It’s a critique of the resulting research for not being objectively defensible, but instead just reinforcing societal norms as reality.
In my comment, my criticism isn’t of musk it’s of others. Believe me, musk, you, me, everyone tells stories about our selves and our beliefs from our own perspectives. It’s how other evaluate and use those stories as objective rather than subjective that can be problematic.
C.f,, the other comment replies I got
Elon always has bigger plans and ability to execute on them then people seem to acknowledge.
how do you make a mockery of something whose only purpose is to manufacture consent for war profiteering?
Even if you think Twitter stock will go up 20% next year, you'd want to take this offer. If you think it will go up 50% next year, you might still take the offer because of the risk:reward ratio.
Technical Analysis is madness, but there is method to it.
History should be a lesson here, it's almost Deja Vu with Twitter
The market has been so weird recently that stock splits - which according to previous theoretical belief do not create shareholder value - have in fact increased the share price for extended periods. So issuing stock for whatever reason (high price, poison pill) could be seen as shareholder maximizing.
One could say diluting the stock so that a particular personality cannot buy the whole company could be shareholder maximizing as it would entrench ESG held values -- emboldening new shareholders to purchase the stock (saving the stock price).
And point of information, by diluting rather than selling already owned shares, control is not ceded to the potential acquirer -- unless the potential acquirer doesn't care about the poison pill and will pay the premium for the new issue as well.
This is quite fun to watch.
You're right that theoretically, they shouldn't create value, but I think even back to the 80s and 90s it's been shown that companies that go through a split tend to out perform the market for years after the split. The main reason isn't that the split creates value, but rather that companies who go though a stock split are usually successful and already on a trajectory to beat the market, split or not.
Going back to the late 60s [1].
[1] https://www.researchgate.net/profile/Hemang-Desai-2/publicat...
That being said, holding before the announcement performed the best.
There's a bit of time travel / survivor bias with this one. A company that has not beaten the market is much less likely to split its stock. In other words, if I know nothing other than that a company is splitting its stock, I can reasonably guess that it's shown good returns in recent history.
Excellent source for financial news though, I agree!
This is the toxicity that has younger people rightfully angry at how the system works, and how it is "rigged". People just haven't had the info bandwidth previously to even contemplate these problems.
So no. WalterBright should absolutely do with his shares as he wilt, as should everyone else. Frankly, I wish institutional investment was deconstructed to at least get people coordinating with each other from the ground up to accept what it is their institution's manager was actually perpetuating.
They give a financial stability to places that need them.
One of the reasons Twitter is stable is because of those types of investors and is not subject to the whims of individual shareholders.
No corporate leadership wants to be subject to the whims of the stock market if they can avoid it. Twitters board and its institutional investors the firewall against such things.
Which companies are these?
Boards do have a duty to maximize shareholder value. THAT SAID, the business judgement rule provides that judges will not second guess the board absent evidence of gross negligence or total disregard of duty. This is because the Delaware court has decided that judges are not better than boards at evaluating business decisions.
BUT! Overcoming the BJR is very difficult unless management stupidly says the quiet part out loud.
Dodge v. Ford is a celebrated case in this regard because Ford basically said at trial "Yeah my main consideration in taking [specific action] is not maximizing shareholder value" and the judge was like "Haha no, that's not how any of this works - you can't do [specific thing] now." But if Ford was like "Yeah [specific thing] would be GREAT for shareholders" under the BJR the judge would have been like "Okay, great, keep doing what you are doing. How could I possibly know better than you?"
Also there is no "need to do right by the company" - squeezing value out of the company and all of its stakeholders is completely consistent with the duties of the board members. How else would the private equity industry exist? (jk!)
A case that stands out more to me (being both more modern as well as at the federal level) is Burwell v. Hobby Lobby: "While it is certainly true that a central objective of for-profit corporations is to make money, modern corporate law does not require for-profit corporations to pursue profit at the expense of everything else, and many do not do so." in reference to furthering religious goals instead of profit. (https://supreme.justia.com/cases/federal/us/573/682/#tab-opi...)
I read that quote from Hobby Lobby as saying "Sure, where you own the whole thing you can do what you want, whatever, it's not like you are hurting any other shareholders" but I would hesitate in relying on getting that type of language in other fact patterns.
Note that the plaintiff in Hobby Lobby was the secretary health - not a disgruntled shareholder.
Edit: a word
Not to maximize profits. Courts give companies a wide berth in defining shareholder value.
It's not, particularly in the context of takeover defenses. There were cases in the 80s where Delaware ruled that only shareholder interests--not all stakeholders'--can be considered when a Board uses its "business judgment" to deploy a poison pill. But shareholders can have aims other than maximizing profit, and companies are free to respond to them.
The board has a lot of leeway into how they achieve profit for the shareholders, but all decisions they make must be nominally in the interest of that goal (assuming we're discussing a for-profit company such as Twitter). They can basically claim anything they do is done in the interest of shareholder value and be safe, but if they said "we know the company will lose money on this, but we really like X so we'll spend company money on it", they would pretty clearly be in breach of their fiduciary duty.
All of this would need to be litigated on a case-by-case basis, but many modern cases have found that companies can freely act to maximize the wages of their employees at the expense of dividends or act charitably even when there aren't tax breaks.
That said, I'm not sure this really even applies in the case of Twitter---I think its not unreasonable to argue that the innate value of Twitter is so much higher than what Musk is offering that its better for the shareholders to wait even thinking purely in terms of profits (I would probably personally disagree with that, but I don't think its any more unreasonable than plenty of other valuations I see)
As long as they are not egregiously and obviously acting against that goal, or taking decisions without deliberation, the law would favor them in any trial that only hinged on whether the price offered by Musk was better than the market. Basically the burden of proof to show that it could not have been a good business decision would lie with the plaintiff, and I very much doubt that you could build a solid case of that.
On the other hand, the board can easily say "we don't beleive this deal offered by a person who isn't allowed to be a public officer of a company anymore will ever go through, either because he will retract it or because he will be unable to secure funding; and we beleive attempting the deal will hurt stock prices and profits for current shareholders" and then I agree, it would probably be a slam dunk in court.
Instead, we poisoned the system knowing that the stock is all but guaranteed to tank massively reducing our market cap and hurting our ability to take out still more loans to continue our unprofitable venture.
But we're holding true to our other nebulous values.
They'll have a very compelling argument.
Otherwise, the business judgement rule is applied, where the presumption is that the directors acted in good faith, and you would essentially have to prove that it is impossible for Twitter stock to grow beyond the current offer.
Do you really think that discovery would show that this was all in good faith?
I'd bet heavily that a lot of ideological discussions would be disclosed. As that is completely contradictory to what Twitter claims is their goal, bad faith would be the only remaining option.
Instead, it is easy to expect they would discuss the sincerity of Musk's offer (the chance that they may accept it only for it to be retracted, as happened with the board membership offer), the plausibility of him having the required financing, the stock price today vs 6 months ago compared to the offer, and similar business discussions.
I also don't personally believe this is an ideological battle at all - it's much more likely to be a financial manouever or simple ego-driven ambition by Musk.
That's his publically stated claim. Whether that's what is really going on is another question.
Now, providing profit/share-holder value need not mean maximizing said profit - it just means that profit must always be considered in any business decision, it can never be entirely ignored in favor of other things.
Note that not even shareholders get to decide what kind of value they expect their board to offer them. That definition of value is set in stone by the type of corporation. The board of a for-profit company has a fiduciary duty to the shareholders of the company as pertains to profits.
If 100% of the shareholders of Twitter voted to ask the board to sacrifice profit for free speech; and the board decided to ignore this request entirely and publicly announced they would limit free speech at every trun to focus on profits, the shareholders would have no chance of winning a breach of fiduciary duty trial against the board. The board has no legal duty to uphold some abstract values that shareholders hold dear, they only have a legal duty to act in the interest of company profit as they see fit.
The word "entirely" is doing a lot of work there.
> The board of a for-profit company has a fiduciary duty to the shareholders of the company as pertains to profits.
This is a dramatic oversimplification that borders on falsehood, as you noted yourself in your previous paragraph. As a trivial example, the board would be entirely entitled to claim that their goal is very long term profit maximization, and that this will result in decades of losses (effectively Amazon's strategy).
We also now have "Public Benefit Corporation" as a codification of a for-profit corporation that does not have profit as its primary motivation (at least in 35 states & DC), but obviously that does not apply in the case of Twitter.
Yes, but that's still a profit based motivation. My point was that the board of a for-profit company doesn't have a fiduciary duty to represent non-financial interests of the company or shareholders.
That is, you can't sue the board of a for-profit company because they didn't uphold their fiduciary duty to represent your interest of having a free-speech platform, even if you had made it very clear that to you this is much more important than profits, and even if you owned 100% of shares [well, you can sue, but the case will be quickly thrown out]
Conversely, the board can always claim that they made free speech a priority because they believe that will help drive long term profits, even if shareholders asked them to focus on profits to the detriment of free speech, and even if profits immediately tanked after this decision; and they will likely win in a trial.
The famous Dodge v Ford was about Ford increasing employee wages and reducing prices, at the cost of profits. One of his main motivations was to avoid paying out dividends to the Dodge brothers, who were using said dividends to bootstrap their own car company. The trial found that Ford has ample leeway in running the company as he sees fit, but can't simply ignore profit completely or do things with the sole purpose of avoiding profit.
As a Twitter shareholder myself, the board is making a big mistake.
As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.