> since you intend to conceal beneficial ownership of shares

Promising voting rights doesn't change beneficial ownership. Twitter would have precedent, however, to find "conscious parallelism" and thus "a de facto control bloc" between the commenter and Musk, and thus bundle them for purposes of the poison pill's activation [1].

Still, not a crime. Civil dispute under corporate law.

[1] https://www.yalelawjournal.org/comment/unpacking-wolf-packs

As of January 2021 there is a whole bunch of new reporting requirements for beneficial ownership to combat money laundering and hiding assets. Structuring a stock trade to conceal the actual owner of securities (note the parent poster didn't offer to vote HIS shares) and failing to file disclosures is absolutely criminal.

The Yale Law article you cite is just about groups of investors working together, which is within their rights.

"Publicly proposed" contradicts "conceal beneficial ownership."

It's not a crime to publicly finance someone else's stock purchases, or even to publicly solicit others to finance your stock purchases (it's not "solicitation" in the inchoate sense, since the inducement is not towards a crime).

Likely wouldn't even get around modern poison pills since they often contain "wolf pack provisions" covering multiple persons acting in unison.

> What you publicly proposed to Elon is a crime, since you intend to conceal beneficial ownership of shares.

Not really.

Setting aside the other issues, first and foremost this is obviously a joke. Prosecution would have to establish mens rea for this to rise to a criminal act. Do you think anyone could prove true intent for these events to unfold, based on this comment?

Yet another example of something that many people wouldn’t think would be a crime, but would send them to prison for decades!

Fuck with rich peoples money, you're going to jail _for a long time_. Murder someone in a case of 'mistaken identity/residence', go to work tomorrow.

Where does the concealment come in?

If you are claiming you own the shares when in fact Elon payed for them, you are concealing that Elon is the beneficial owner.

If you admit that he is the beneficial owner and you are just an intermediary, then the poison pill provision is not skirted.

Yeah, there's no concealment and no beneficial ownership. "I'll vote as part of your bloc" isn't beneficial ownership. (At most it's delegating the 'control' aspect of the equity, but even that is a stretch - in context, it's clearly a statement of incidental agreement with his opinion on this point, not a total delegation of control no matter what he should choose to do in future.)

No, "I'll vote as part of your bloc just pay me $50M" is obviously not an incidental agreement.

Agreed, but there'd be no attempt at concealment (I didn't know beneficial ownership of shares was a thing), so, while it would be dumb to hand me and the IRS a large pile of cash, it sounds like it would probably still trigger the poison pill, and not be illegal.

If doing it above board wouldn't make sense anyway, that means the idea is to do something illegal. You'd know who controls the board, how many shares the person currently buying it has secured, which way votes are going to go before they happen, etc. The rest of the shareholders, the rest of the whole market, wouldn't. You'd claim (and would probably have to in sworn testimony) that billion dollar gifts to you from Elon Musk, including your stock itself, were incidental.

Even more importantly: pay me to cover the sale is the easiest 'piercing of the veil' in the history of time.

Oh so Mr. Musk incidentally wired you billions of dollars before the share purchase?

So shareholders aren’t allowed to coordinate?

I'm glad I'm not theonly one who caught that, because if so, this appears to fundamentally undermine freedom of assembly /speech.

(Assembly into blocs of financing, dpeech as the action of capital allocation)

Honestly I'd lose faith in the U.S. in it's entirety if it was the case that the answer to your question was even remotely "yes".

It’s pretty fundamental to investment / mutual funds. Vanguard, Blackrock, etc. None of them are the beneficial owners of Tesla, but all of them are coordinating the activities of millions of investors they represent.

That's what I mean. If it were the case that coordination can't be done, it violates every normative expectation.

Keep in mind, I lump in people's behavior with normative restrictions of the First Amendment. If the Government can't do it, and the Government is us, we shouldn't be doing it. So businesses doing it because business doesn't hold for me either. Especially if it happens as a method of indirection to work around literal interpretation.

So if there is a restriction on shareholder coordination, I don't see how our legal system in this case can be taken seriously as anything but a tool utilized by those in positions of influence capable of more tightly coupling to other people of influence.

I agree with your conclusion but not really your reasoning. There are countless things the government can’t do, which individual people can do. I can respect an establishment of religion. I can spend money without a transparent and disinterested tender process. Etc etc. You seem to be taking a very literalistic, almost theological reading of “the government is the people” - yes, the people choose and appoint a government to represent them, but hopefully you understand that the government isn’t metaphysically the same thing as the people.

Saying “the government is the people” is much like saying “the shareholders are the managers of the company”: yes, that’s true in an oblique, ideal sense, but you’re going to run into trouble if you start trying to literally substitute the one for the other in random sentences.

They all register and file disclosures though. A private fund of this size concealing its existence, its structure, and its objectives, is immoral and bad for the stock.

And inchoate crimes don't require the person to do as you commanded them. Just the statement above would probably be enough to charge someone. And even if the crime you are encouraging someone to commit is impossible (for instance, asking Musk to buy 110% of Twitter through you), it is *still* a crime for you to have asked him.

I’m not sure how the second part of your claim holds up if you treat your first contention (with which I agree) as a precondition. In particular, I think it wouldn’t be possible to prove mens rea, which you’d have to do if no crime ended up being perpetrated and you’re charging someone only for the alleged solicitation of an inchoate crime?

IANAL, I just play one on TV, so I might have fucked it up. Wikipedia seems to have some good and amusing examples on their page:

https://en.wikipedia.org/wiki/Inchoate_offense