Re:Musk announces funding secured for Twitter buy
by ceejayoz on Thursday April 21, 2022 @10:18AM
(#31109715)
The poison pill can be trivially (for certain definitions of trivial) avoided by having several allies buy 14% of shares each, I presume.
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Re:Musk announces funding secured for Twitter buy
by xadhominemx on Thursday April 21, 2022 @10:21AM
(#31109762)
You presume incorrectly. Any coordination would make Elon and his allies a “group” which would mean they are collectively treated as an individual.
Re:Musk announces funding secured for Twitter buy
by ceejayoz on Thursday April 21, 2022 @10:53AM
(#31110203)
How do you prove people are in a group of this nature?
Re:Musk announces funding secured for Twitter buy
by xadhominemx on Thursday April 21, 2022 @10:54AM
(#31110211)
You check to see if they are communicating.
Re:Musk announces funding secured for Twitter buy
by ceejayoz on Thursday April 21, 2022 @10:57AM
(#31110263)
How do you that without a search warrant?
Re:Musk announces funding secured for Twitter buy
by rootusrootus on Thursday April 21, 2022 @11:12AM
(#31110488)
Ask, I guess. The people doing the communicating are perhaps committing fraud and endangering their own wealth and freedom if they lie. I'm willing to bet the SEC has regulations that apply to this situation already.
Re:Musk announces funding secured for Twitter buy
by xadhominemx on Thursday April 21, 2022 @01:00PM
(#31112042)
If three large shareholders came in with a similar agenda but did not disclose group status, the SEC would investigate. First, the SEC would request that they turn over communications records. 99.9% of the time, they would. If they didn’t, the SEC would seek a warrant.
Re:Musk announces funding secured for Twitter buy
by tptacek on Thursday April 21, 2022 @11:53AM
(#31111100)
Again, first lines of the shareholder rights agreement. This is something the lawyers thought of approximately 3 minutes after poison pills were invented.
Re:Musk announces funding secured for Twitter buy
by ceejayoz on Thursday April 21, 2022 @03:27PM
(#31114117)
https://www.law.cornell.edu/cfr/text/17/240.13d-5 seems to indicate they have to be explicitly coordinating to be legally defined as a "group" for this purpose (and Twitter's filing highlights this definition), which seems hard to prove. Twitter can't issue a search warrant, the participants would presumably not write any such deal down on paper, and the action is readily explicable by "I think the acquisition is gonna go through and he's offering a premium, so I'd profit".
Re:Musk announces funding secured for Twitter buy
by spikels on Thursday April 21, 2022 @10:28AM
(#31109878)
The financing is in 3 pools. If each could buy 14% and Musk increases his stake to 14% without triggering the poison pill, that’s 56% in total. If they had 56%, could they immediately gain control? This is getting interesting.