Elon DECLINES to Join Twitter Bored

pawz

https://www.foxbusiness.com/technology/elon-musk-declines-to-join-twitter-board-of-directors


ILTCHE, IWILTD.

Apparently his joining the board was contingent on him NOT buying more than 15% of the company.

Does this mean a hostile takeover is in play?

46XiJCAB

Great news. He can continue his Twitter game of poking at them and they CAN’T suspend his account.

pawz

@creepycoug as the resident fake M&A attorney, would love to hear your thoughts on process and implications. TIA

https://www.dailywire.com/news/hostile-takeover-inbound-world-reacts-to-musk-not-joining-twitters-board-as-he-posts-cryptic-tweet

creepycoug

The only thing I can glean from this admittedly unpredictable man is that he didn't want to be encumbered, and not only from the stand-still agreement, but also simply from the fiduciary obligations that a board member has to the company and its shareholders.

Shareholders owe no fiduciary obligation to anyone, including fellow shareholders. Meaning, they can do whatever in the fuck they want to do. His only obligation is to file a 13-G with an update of his holdings (this is how we all learn what he has, other than in the annual meeting proxy statement), or a 13-D when he goes active.

One of his advisors likely whispered in his ear, "Board members have to take their role seriously and you owe people the highest level of fidelity once you take that position." He doens't need a board seat to exercise control and influence.

pawz

creepycoug said:

The only thing I can glean from this admittedly unpredictable man is that he didn't want to be encumbered, and not only from the stand-still agreement, but also simply from the fiduciary obligations that a board member has to the company and its shareholders.

Shareholders owe no fiduciary obligation to anyone, including fellow shareholders. Meaning, they can do whatever in the fuck they want to do. His only obligation is to file a 13-G with an update of his holdings (this is how we all learn what he has, other than in the annual meeting proxy statement), or a 13-D when he goes active.

One of his advisors likely whispered in his ear, "Board members have to take their role seriously and you owe people the highest level of fidelity once you take that position." He doens't need a board seat to exercise control and influence.

Does he need to own or control 50.1% of the company to fire people and set new policy? Or is that number ostensibly less?

And if so, why why does he have to disclose his position before he's done completing it? Obviously the announcement of his new position caused the stock price to jump, thus making any additions to said position more expensive.

TIA

creepycoug

pawz said:

creepycoug said:

The only thing I can glean from this admittedly unpredictable man is that he didn't want to be encumbered, and not only from the stand-still agreement, but also simply from the fiduciary obligations that a board member has to the company and its shareholders.

Shareholders owe no fiduciary obligation to anyone, including fellow shareholders. Meaning, they can do whatever in the fuck they want to do. His only obligation is to file a 13-G with an update of his holdings (this is how we all learn what he has, other than in the annual meeting proxy statement), or a 13-D when he goes active.

One of his advisors likely whispered in his ear, "Board members have to take their role seriously and you owe people the highest level of fidelity once you take that position." He doens't need a board seat to exercise control and influence.

Does he need to own or control 50.1% of the company to fire people and set new policy? Or is that number ostensibly less?

And if so, why why does he have to disclose his position before he's done completing it? Obviously the announcement of his new position caused the stock price to jump, thus making any additions to said position more expensive.

TIA

To the first question, no, and even if he has it, there is still a board of directors and they do the hiring and firing ... not a shareholder. There's no analogy in corporate structure to the state initiative where the voter goes around the legislature. The board is appointed to oversee the management of the company, and they, and only they, are empowered to hire/fire management. Of course, the board can delegate to the CEO the power to hire/fire other managers, but at the very least, the board hires/fires the president/ceo. Beyond that, it's a function of the bylaws and state corporate law, but nobody gives that power directly to the shareholders. This is like representative democracy.

Of course, if he has 50%, or 30 or 20 or 15, he has a shit load of influence. If he has 50+, he can control the election of directors unilaterally and get his own guys in there ... or on there.

Second question, see Item 5.02 of Form 8-K: https://www.sec.gov/files/form8-k.pdf

Sources

Just wait until Elon gets his own board in there

46XiJCAB

I’m just enjoying his daily Twitter shots. I’d vote to remove the W in his latest pole question.

pawz

creepycoug said:

pawz said:

creepycoug said:

The only thing I can glean from this admittedly unpredictable man is that he didn't want to be encumbered, and not only from the stand-still agreement, but also simply from the fiduciary obligations that a board member has to the company and its shareholders.

Shareholders owe no fiduciary obligation to anyone, including fellow shareholders. Meaning, they can do whatever in the fuck they want to do. His only obligation is to file a 13-G with an update of his holdings (this is how we all learn what he has, other than in the annual meeting proxy statement), or a 13-D when he goes active.

One of his advisors likely whispered in his ear, "Board members have to take their role seriously and you owe people the highest level of fidelity once you take that position." He doens't need a board seat to exercise control and influence.

Does he need to own or control 50.1% of the company to fire people and set new policy? Or is that number ostensibly less?

And if so, why why does he have to disclose his position before he's done completing it? Obviously the announcement of his new position caused the stock price to jump, thus making any additions to said position more expensive.

TIA

To the first question, no, and even if he has it, there is still a board of directors and they do the hiring and firing ... not a shareholder. There's no analogy in corporate structure to the state initiative where the voter goes around the legislature. The board is appointed to oversee the management of the company, and they, and only they, are empowered to hire/fire management. Of course, the board can delegate to the CEO the power to hire/fire other managers, but at the very least, the board hires/fires the president/ceo. Beyond that, it's a function of the bylaws and state corporate law, but nobody gives that power directly to the shareholders. This is like representative democracy.

Of course, if he has 50%, or 30 or 20 or 15, he has a shit load of influence. If he has 50+, he can control the election of directors unilaterally and get his own guys in there ... or on there.

Second question, see Item 5.02 of Form 8-K: https://www.sec.gov/files/form8-k.pdf

Fucking CHRIST.

That is dense reading. Will return to the discussion when time permits.

Thank you for your efforts.

WestlinnDuck

creepycoug said:

The only thing I can glean from this admittedly unpredictable man is that he didn't want to be encumbered, and not only from the stand-still agreement, but also simply from the fiduciary obligations that a board member has to the company and its shareholders.

Shareholders owe no fiduciary obligation to anyone, including fellow shareholders. Meaning, they can do whatever in the fuck they want to do. His only obligation is to file a 13-G with an update of his holdings (this is how we all learn what he has, other than in the annual meeting proxy statement), or a 13-D when he goes active.

One of his advisors likely whispered in his ear, "Board members have to take their role seriously and you owe people the highest level of fidelity once you take that position." He doens't need a board seat to exercise control and influence.

The irony is that if you are a leftard board member you don't have to take your role seriously and your fidelity is to being a practicing leftard not to the shareholders and the SEC could give a sh*t. Rules for thee but not for me.